ANNUAL REPORT 2020 - 21

FINANCIAL

HIGHLIGHTS

CONTENTS

Message from the Chairman .............................. 03

Board of Directors ................................................. 04

Design Digital.......................................................... 05

Industries.................................................................. 06

Notice........................................................................... 11

Directors' Report including Management

Discussion and Analysis........................................ 22

Annual Report on Corporate Social

Responsibility .......................................................... 35

Secretarial Audit Report....................................... 39

Business Responsibility Report.......................... 42

Compliance Report on Corporate

Governance.............................................................. 49

Independent Auditor's Certiﬁcate on

Corporate Governance.......................................... 63

Independent Auditor's Report........................... 64

Balance Sheet.......................................................... 72

Statement of Proﬁt and Loss .............................. 73

Statement of Changes in Equity........................ 74

Statement of Cash Flow ....................................... 75

Notes forming part of the ﬁnancial

statements................................................................ 77

Signiﬁcant three years' highlights .................... 113

Response to Covid ................................................ 115

1826.2

Operating Revenue

₹ Crores

13.4%

YoY

368.1

Proﬁt After Tax

₹ Crores

43.7%

YoY

59.11

Earnings Per Share

₹/ Share

43.8%

YoY

217.1

Book Value

₹/ Share

24.0%

YoY

ANNUAL REPORT 2020 - 21

Dear Shareholder,

I hope you and your family are safe

and healthy in these dicult times.

Your Company generated operating

revenues of Rs. 1826.2 Cr in FY21,

registering a healthy growth of 13.4% YoY

over FY20. The Proﬁt before tax was

Rs. 511.9 Cr for the year, a growth of

45.3% YoY, crossing the 500 Cr mark

for the ﬁrst time in the Company's

history. Your Company's Net Proﬁt for

the year stood at Rs. 368.1 Cr,

reporting a growth of 43.7% YoY.

In the coming year, the continued impact

of the Covid-19 pandemic, stagnant

economic performance, foreign exchange

rate ﬂuctuations, and a downturn in

some sectors would all pose challenges

to economic growth.

We expect that advanced economies

will recover faster, supported by

ﬁscal stimulus and vaccination

mechanisms. Industries have seen

varied impact for continuity of

operations, supply chains and consumer

demand.

Your Company has spent the last few

years building relevant capabilities

and strategies in industry verticals with

low overlap, such as Transportation,

Media, Broadcast and Communications,

and Healthcare.

Your Company's customer base is

diversiﬁed in terms of both

geographies we operate in, and

currencies we bill in. This mitigates

risks arising from geopolitical and

currency volatility to a certain degree.

During the past year, amidst travel

restrictions and lockdowns instituted

by various governments across

geographies, your Company ensured

safety and wellbeing of all its

employees, and also facilitated a

seamless transition for employees to

work from home, supported with

processes and tools for remote

working, communication, and

collaboration.

This strategic diversiﬁcation, seamless

continuity of delivery and operations,

and investments in improving

oerings, sales, and marketing,

enabled the Company to increase

operating revenue by 13.4% in a year

where the global economy was

contracting.

In the Zinnov Zones 2020 Report, your

Company was ranked in the

‘Leadership Zone’ in the Automotive

and Media & Communications

industries. Your Company was also

recognised as an emerging niche

leader in innovative technologies like

Digital Engineering, Artiﬁcial Intelligence

and the Internet of Things.

I would like to extend my gratitude to

our management team, sta, and

business associates for their

contribution and commitment towards

Tata Elxsi.

I take this opportunity to also record

my appreciation for my fellow directors

for guiding the Company amidst this

challenging operating environment.

We recognize the dicult period that

the entire economy has witnessed in

the past few quarters and the

predominance of individual retail

investors in our investor base.

I am pleased to inform you that your

Board of Directors has approved a ﬁnal

dividend of 240% for the year 2020-21,

along with a one-time special dividend

of 240% for your consideration.

Last but not least, on behalf of the

entire Board of Directors and

the management team, I would like to

thank you for your continued trust,

guidance and support.

N G Subramaniam

MESSAGE FROM THE

CHAIRMAN

COMMITTEES

Stakeholders’ Relationship

Mr. Sudhakar Rao

Chairman

Prof. Anurag Kumar

Mr. Manoj Raghavan

Corporate Social Responsibility

Mr. Sudhakar Rao

Chairman

Mrs. S Gopinath

Mr. Manoj Raghavan

Audit

Mrs. S Gopinath

Chairperson

Mr. Sudhakar Rao

Mr. Ankur Verma

Risk Management

Prof. Anurag Kumar

Chairman

Mr. N G Subramaniam

Mr. H V Muralidharan

Chief Financial Ofﬁcer

Mr. H V Muralidharan

Company Secretary

Mr. G Vaidyanathan

Nomination & Remuneration

Mrs. S Gopinath

Chairperson

Mr. N G Subramaniam

Mr. Sudhakar Rao

Registered & Corporate Ofﬁce

Tata Elxsi Limited

ITPB Road Whiteﬁeld

Bengaluru - 560 048

India

Email: investors@tataelxsi.com

Registrars & Share Transfer Agents

TSR Darashaw Consultants Pvt. Ltd

C-101, 1st Floor, 247 Park

Lal Bahadur Shastri Marg

Vikhroli (West), Mumbai – 400 083

Auditors

BSR & Co. LLP

Chartered Accountants

BOARD OF DIRECTORS

as on April 22, 2021

Mr. N G

SUBRAMANIAM

Chairman

(Non-Independent

and Non-Executive)

Mrs. SHYAMALA

GOPINATH

Independent

Non-Executive

Director

Mr. MANOJ

RAGHAVAN

CEO & Managing

Director

Mr. SUDHAKAR

RAO

Independent

Non-Executive

Director

Prof. ANURAG

KUMAR

Independent

Non-Executive

Director

Mr. ANKUR

VERMA

Non-Independent

and Non-Executive

ANNUAL REPORT 2020 - 21

Digital technologies like Mobility,

Internet of Things, Artiﬁcial Intelligence,

and Cloud-based applications are being

integrated into consumer contexts,

services, and products.

These technologies are creating huge

opportunities to drive operational

eciency, reduce costs, deliver new

services to consumers, and generate

new revenue sources for our customers.

However, these technologies also drive

an exponential increase in the

technological complexity required to

develop new products and services.

Tata Elxsi’s Design Digital brings together

a global and diverse team of strategic

thinkers, consumer insights experts,

award-winning designers, technologists,

and digital experts.

Our network of Design Studios,

Innovation Hubs, and Centers of

Excellence for Digital technologies, help

enterprises re-imagine their products and

services - from strategy, insights, service

design, interaction design to technology

implementation and integration.

ANNUAL REPORT 2020 - 21

Tata Elxsi is a fully integrated global design consultancy, creating innovative

products, services, and experiences to build brands and help businesses grow.

We have a multi-disciplinary and award-winning team of design researchers,

strategists, product and UX/UI designers, technologists, and engineers.

Our services span across consumer research and insights, strategy and

innovation, product, and experience design to the development and delivery of

interactive and immersive experiences. Tata Elxsi’s design teams help clients

launch new ideas and award-winning products and services, helping brands

dierentiate and win in the marketplace.

Selected by DishTV to develop

‘Orbit,’ the new user interface

for both its brands Dish TV &

D2H, enabling subscribers with

a seamless TV and online

viewing experience

Sunfeast Mom's Magic - Accentuating the

biscuit design to communicate its goodness

and richness

INDUSTRIAL DESIGN

AND VISUALIZATION

INDUSTRIES

ANNUAL REPORT 2020 - 21

Tata Elxsi supports global medtech,

digital health, pharmaceuticals, and

biotech businesses conceptualize,

launch, and sustain products in one of

the most regulated industries in the

world.

Our ISO 13485 certiﬁed global delivery

centers and engineering network

ensure that our customers can

leverage our people, process, and

infrastructure to achieve their business

goals in the competitive and evolving

market.

Selected by Aesculap AG, a B. Braun

company and one of the world’s

leading manufacturers of medical

devices, as its global engineering

services partner

Rolled out an industry-ﬁrst

outcome-based risk assurance

business model for large regulatory

transition programs for existing and

new customers

INDUSTRIES

ANNUAL REPORT 2020 - 21

HEALTHCARE

Tata Elxsi addresses the entire product

development lifecycle for Media,

Broadcast, Communications, and

Consumer Electronics, from R&D to

new product development, testing,

and maintenance engineering.

We partner with leading broadcasters

and operators to build connected

services and deliver superior customer

experience.

We also support leading telecom

operators in their digital and network

transformation eorts, helping with

integration, process automation, and

new service rollout.

Positioned in the Leadership

Zone in Communications -

Zinnov Zones 2020 Report

Google Widevine has chosen

us as a 3PL certiﬁcation

partner to oer safe

premium content protection

for Broadcast, Media,

Consumer Electronics, and

Automotive applications

MEDIA, BROADCAST

AND COMMUNICATIONS

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INDUSTRIES

ANNUAL REPORT 2020 - 21

Tata Elxsi oers engineering services

and solutions for connected,

autonomous, and electric vehicles to

help customers achieve their vision

for future mobility.

This encompasses the entire product

development lifecycle, including

product and design engineering,

testing and validation, and vehicle

program management.

We are the preferred partner for

leading OEMs and suppliers to

develop electronics and software for

powertrain, infotainment,

connectivity, active safety, and

comfort.

TRANSPORTATION

We are investing in building capabilities

in the rail industry, working with leading

operators, metro and rail authorities,

rolling stock and systems suppliers to

deliver design and technology services

that enhance safety, convenience,

quality, and overall customer experience,

while accelerating product and service

development and deployment.

Positioned in the Leadership

Zone in the Automotive sector -

Zinnov Zones 2020 Report

Launched a Global Engineering

Center (GEC) focussed on

innovation and drive digital

transformation and growth for

Schaeer group

INDUSTRIES

ANNUAL REPORT 2020 - 21

INDUSTRIES

ANNUAL REPORT 2020 - 21

Tata Elxsi implements and integrates complete

systems and solutions for specialized

applications such as Experience Centers,

Training and Safety, and Design Visualisation

across industries such as automotive,

aerospace, entertainment, manufacturing,

government, and education.

Professional services for Cloud and

Infrastructure Management, Virtual Reality

(VR), 3D Printing, and Robotics continue to

strengthen our solution portfolio to meet

evolving technology needs of our customers.

SYSTEMS

INTEGRATION

Notice | 11

NOTICE

Notice is hereby given that the Thirty Second Annual

General Meeting of TATA ELXSI LIMITED will be held on

Friday, June 25, 2021 at 2:30 pm., through Video

Conferencing (VC) or Other Audio Visual Means (OAVM) to

transact the following businesses:

Ordinary Business

1. To consider and adopt the Audited Financial Statements

of the Company for the year ended March 31, 2021,

together with the Reports of the Board of Directors and

the Auditors thereon.

2. To declare dividend on equity shares for the ﬁnancial

year 2020-21.

3. To appoint a Director in place of Mr. N. Ganapathy

Subramaniam who retires by rotation and, being eligible,

oers himself for re-appointment.

Special Business

4. Appointment of Prof. Anurag Kumar (DIN : 03403112)

as an Independent Director

To consider and, if thought ﬁt, to pass with or without

modiﬁcation(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT Prof. Anurag Kumar (DIN : 03403112)

who was appointed by the Board of Directors on the

recommendation of the Nomination and Remuneration

Committee as an Additional Director (Independent, Non-

Executive) of the Company with eect from November 15,

2020 and who holds oce up to the date of this Annual

General Meeting of the Company in terms of Section 161(1)

of the Companies Act, 2013 (“Act”) and Article 151 of the

Articles of Association of the Company who is eligible

for appointment and in respect of whom the Company

has received a notice in writing from a Member under

Section 160(1) of the Act proposing his candidature to the

oce of Directorship of the Company, be and is hereby

appointed as an Independent Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of

Sections 149, 152 and other applicable provisions, if any, of

the Act, the Companies (Appointment and Qualiﬁcations

of Directors) Rules, 2014, read with Schedule IV to the

Act and Regulation 17 and other applicable regulations

of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 (“SEBI Listing Regulations”), as amended from

time to time, Prof. Anurag Kumar who meets the

criteria for independence as provided in Section 149(6)

of the Act along with the rules framed thereunder and

Regulation 16(1)(b) of SEBI Listing Regulations and who

has submitted a declaration to that eect, and who is

eligible for appointment as an Independent Director of

the Company, not liable to retire by rotation, for a term

of ﬁve years commencing from November 15, 2020 upto

November 14, 2025, be and is hereby approved.”

5. Re-appointment of Mr. Sudhakar Rao (DIN : 00267211)

as an Independent Director

To consider and, if thought ﬁt, to pass with or without

modiﬁcation(s), the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections

149, 152 and other applicable provisions, if any, of

the Companies Act, 2013 (“Act”) and the Companies

(Appointment and Qualiﬁcation of Directors) Rules, 2014

(including any statutory modiﬁcation(s) or re-enactment

thereof for the time being in force) read with Schedule

IV to the Act and Regulation 16(1)(b) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015, as amended from time to time, and pursuant to the

recommendation of the Nomination and Remuneration

Committee and as approved by the Board of Directors,

Mr. Sudhakar Rao (DIN: 00267211) who was appointed as

an Independent Director of the Company and who holds

oce upto July 31, 2021 and is eligible for re-appointment

for the second term as an Independent Director, and has

submitted a declaration that he meets the criteria of

independence as provided in Section 149(6) of the Act

and Regulation 16(1)(b) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, and in

respect of whom the Company has received a notice in

writing from a Member under Section 160(1) of the Act

proposing his candidature to the oce of Directorship

of the Company, be and is hereby re-appointed as an

Independent Director of the Company to hold oce for

the second term commencing from August 01, 2021 upto

September 02, 2024 (3 years, 1 month and 2 days period)

and whose oce shall not be liable to retire by rotation.”

6. Payment of Commission to Non-Executive Directors of

the Company

To consider and, if thought ﬁt, to pass with or without

modiﬁcation(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section

197 and other applicable provisions, if any, of the

Companies Act, 2013 (“Act”), as amended from time to

time, a sum not exceeding one percent per annum of

the net proﬁts of the Company calculated in accordance

with the provisions of Section 198 and other applicable

ANNUAL REPORT 2020 - 21

12 | Notice

NOTES:

1. In view of the current extraordinary circumstances

caused by the COVID-19 pandemic, the Ministry of

Corporate Aairs (“MCA”) has vide its circular dated May

5, 2020 in relation to “Clariﬁcation on holding of annual

general meeting (AGM) through video conferencing (VC)

or other audio visual means (OAVM)” read with General

Circular No. 14/ 2020 dated April 8, 2020 , the General

Circular No. 17/ 2020 dated April 13, 2020, No. 33/2020

dated September 28, 2020 and General Circular No.

39/2020 dated December 31, 2020 and General Circular

No.02/2021 dated January 13, 2021 (collectively referred

to as “MCA Circulars”) permitted the Companies to hold

their Annual General Meeting (“AGM”) through VC /

OAVM, without the physical presence of the Members

at a common venue. In compliance with the provisions

of the Companies Act, 2013 (“Act”), SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 (“SEBI Listing Regulations”) and MCA Circulars, the

current AGM of the Company is being held through VC /

OAVM. The deemed venue for the 32nd AGM will be the

registered oce of the Company.

2. The relevant details, pursuant to Regulations 26(4)

and 36(3) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI

Listing Regulations”), in respect of Directors seeking

appointment/re-appointment at this Annual General

Meeting (“AGM”) is annexed.

3. Since this AGM is being held pursuant to the MCA

Circulars through VC / OAVM, physical attendance of

Members has been dispensed with. Accordingly, the

facility for appointment of proxies by the Members will

not be available for the AGM and hence the Proxy Form

and Attendance Slip are not annexed to this Notice.

However, Body Corporates are entitled to appoint

authorised representatives to attend the AGM through

VC/OAVM and participate thereat and cast their votes

through e-voting.

4. The Members can join the AGM in the VC/OAVM

mode thirty minutes before the scheduled time of

the commencement of the Meeting by following the

procedure mentioned in the Notice. The facility of

participation at the AGM through VC/OAVM will be made

available on ﬁrst come ﬁrst served basis.

5. Members attending the AGM through VC / OAVM shall

be counted for the purpose of reckoning the quorum

under Section 103 of the Act.

6. Members desirous of seeking information in respect of

Accounts of the Company are requested to send their

queries to telagm@tataelxsi.com on or before June 18,

2021.

7. In case of joint holders, the Member whose name

appears as the ﬁrst holder in the order of names as per

provisions, if any, of the Act, be paid to and distributed

amongst the Directors of the Company or some or

any of them (other than the Managing Director and/or

Whole-time Directors) in such amounts or proportions

and in such manner and in all respects as may be

directed by the Board of Directors of the Company on

the recommendation of the Nomination & Remuneration

Committee (NRC) in terms of the Remuneration Policy

of the Company and that such payments shall be made

in respect of the proﬁts of the Company for each of the

ﬁnancial years, commencing April 1, 2021.”

7. Approval for Related Party Transactions

To consider and, if thought ﬁt, to pass with or without

modiﬁcation(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of

Section 188 of the Companies Act, 2013 (“Act”) and

other applicable provisions, if any, read with Rule 15

of the Companies (Meetings of Board and its Powers)

Rules, 2014, as amended till date, Regulation 23(4)

of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 (“Listing Regulations”) and the Company’s policy

on Related Party transaction(s), approval of Shareholders

be and is hereby accorded to the Board of Directors of

the Company to enter into contract(s)/ arrangement(s)/

transaction(s), including any modiﬁcations, alterations or

amendments thereto, with Jaquar Land Rover Limited, a

related party within the meaning of Section 2(76) of the

Act and Regulation 2(1)(zb) of the Listing Regulations,

for providing Automative Design & Engineering support,

on such terms and conditions as the Board of Directors

may deem ﬁt, up to a maximum aggregate value of

` 250 Crores per year, for each of the ﬁnancial years

2021-22 and 2022-23, provided that the said contract(s)/

arrangement(s)/ transaction(s) so carried out shall be at

arm’s length basis and in the ordinary course of business

of the Company.”

“RESOLVED FURTHER THAT the Board of Directors be

and is hereby authorised to delegate all or any of the

powers conferred on it by or under this resolution to any

Committee of Directors and/or Managing Director of the

Company and to do all acts and take such steps as may

be considered necessary or expedient to give eect to

the aforesaid resolution.”

Bengaluru, April 22, 2021 By Order of the Board

Registered Ofﬁce: G. Vaidyanathan

ITPB Road, Whiteﬁeld, Company Secretary

Bengaluru - 560 048.

CIN: L85110KA1989PLC009968

Notice | 13

the Register of Members of the Company will be entitled

to vote at the AGM through e-voting.

will remain closed from June 19, 2021 to June 25, 2021

(both dates inclusive) for the purpose of determining the

shareholders entitled to the Dividend as recommended by

the Board of Directors for the year ended March 31, 2021.

9. If the dividend, as recommended by the Board of

Directors, is approved at the AGM, payment of such

dividend will be made as under:

i. To all Beneﬁcial Owners in respect of shares held in

dematerialized form as per the data as may be made

available by the National Securities Depository

Limited (NSDL) and the Central Depository Services

(India) Limited (CDSL) as of the close of business

hours on June 18, 2021.

ii. To all Members in respect of shares held in physical

form after giving eect to valid transmission or

transposition requests lodged with the Company as

of the close of business hours on June 18, 2021.

10. As per Regulation 40 of SEBI Listing Regulations,

as amended, securities of listed companies can be

transferred only in dematerialized form with eect

from April 1, 2019, except in case of request received

for transmission or transposition of securities. In

view of this and to eliminate all risks associated with

physical shares and for ease of portfolio management,

members holding shares in physical form are requested

to consider converting their holdings to dematerialized

form. Members can contact the Company or Company’s

Registrar and Transfer Agent TSR Darashaw Consultants

Private Limited (TCPL) for assistance in this regard.

11. The Securities and Exchange Board of India (SEBI)

has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market.

Members holding shares in electronic form are therefore,

requested to submit their PAN to the Depository

Participant with whom they are maintaining their demat

account. Members holding shares in physical form can

submit their PAN details to the Registrar and Transfer

Agent – TSR Darashaw Consultants Private Limited.

12. As per the provisions of Section 72 of the Companies

Act, 2013 (the “Act”) the facility for making nomination

is available for the Members in respect of the shares

held by them. Members who have not yet registered

their nomination are requested to register the

same by submitting Form No. SH-13. The said form

can be downloaded from the Company’s website

www.tataelxsi.com (under ‘Investors’ section). Members

are requested to submit the said details to their

Depository Participants (“DPs”) in case the shares are

held by them in electronic form and to TSR Darashaw

Consultants Private Limited, in case the shares are held

by them in physical form.

13. Members are requested to intimate changes, if any,

pertaining to their name, postal address, email address,

telephone/ mobile numbers, Permanent Account

Number (PAN), mandates, nominations, power of

attorney, bank details such as, name of the bank and

branch details, bank account number, MICR code, IFSC

code, etc., to their DPs in case the shares are held by

them in electronic form and to the Company’s Registrars

and Transfer Agents, TSR Darashaw Consultants Private

Limited for shares held in physical form, with relevant

documents that may be required.

14. In view of the COVID-19 pandemic and resultant

diculties involved in dispatch of physical copies of the

Annual Report, the MCA, vide its Circular dated May 5,

2020 has dispensed with the requirement of dispatch

of physical copies of the Annual Report. Accordingly,

the Notice of the AGM along with the Annual Report

2020-21 is being sent only by electronic mode to those

Members whose email addresses are registered with

the Company/Depositories. Members may note that

the Notice and Annual Report 2020-21 will also be

available on the Company’s website www.tataelxsi.com,

websites of the Stock Exchanges i.e. BSE Limited

and National Stock Exchange of India Limited at

www.bseindia.com and www.nseindia.com respectively

and on the website of NSDL https://www.evoting.nsdl.

com. For any communication, the shareholders may

also send requests to the Company’s dedicated investor

email-id: investors@tataelxsi.com

15. Members who have not claimed/received their dividend

paid by the Company in respect of earlier years, are

requested to write to the Company’s Registrar and

Transfer Agent, TSR Darashaw Consultants Private

Limited. Members are requested to note that in terms

of Section 125 of the Companies Act, 2013 any dividend

unpaid / unclaimed for a period of 7 years from the date

these ﬁrst became due for payment, is to be transferred

to the Central Government to the credit of the Investor

Education & Protection Fund (IEPF). The details of the

unclaimed dividends and the underlying shares that

are liable to be transferred to IEPF are also available at

the Company’s website – www.tataelxsi.com/IEPF. In

view of this, members/claimants are requested to claim

their dividends from the Company, within the stipulated

timeline. The Members, whose unclaimed dividends/

shares have been transferred to IEPF, may claim the

same by making an application to the IEPF Authority, in

Form No. IEPF-5 available on www.iepf.gov.in

16. Members at the 28th AGM of the Company, held on July

27, 2017 had approved the appointment of M/s BSR & Co.

LLP (Firm Regn. No. 101248W/W100022) as statutory

auditors of the Company, to hold ofﬁce for a period of

ﬁve years, subject to ratiﬁcation of shareholders, from

the conclusion of the 28th AGM till the conclusion of the

33rd AGM.

ANNUAL REPORT 2020 - 21

14 | Notice

The Ministry of Corporate Aairs vide its Notiﬁcation

dated May 7, 2018 has dispensed with the requirement

of ratiﬁcation of Auditors appointment by shareholders

every year. Hence, the resolution relating to ratiﬁcation

of Auditors’ appointment is not included in the Notice to

the AGM.

17. Pursuant to Finance Act 2020, dividend income will be

taxable in the hands of shareholders w.e.f. April 1, 2020

and the Company is required to deduct tax at source

from dividend paid to shareholders at the prescribed

rates. For the prescribed rates for various categories,

the shareholders are requested to refer to the Finance

Act, 2020 and amendments thereof. The shareholders

are requested to update their PAN with the Company/

TSR Darashaw Consultants Private Limited (in case of

shares held in physical mode) and Depositories (in case

of shares held in demat mode).

18. A Resident individual shareholder with PAN and

who is not liable to pay income tax can submit a

yearly declaration in Form No. 15G/15H, to avail the

beneﬁt of non-deduction of tax at source, by email to

csg-exemptforms2122@tcplindia.co.in by 06.00 PM

(IST), June 11, 2021. Shareholders are requested to note

that in case their PAN is not registered, the tax will be

deducted at a higher rate of 20%.

Non-resident shareholders can avail beneﬁcial rates

under tax treaty between India and their country of

residence, subject to providing necessary documents i.e.

No Permanent Establishment and Beneﬁcial Ownership

Declaration, Tax Residency Certiﬁcate, Form 10F, any

other document which may be required to avail the tax

treaty beneﬁts by sending an email to nriexemptforms@

tataelxsi.com. The aforesaid declarations and documents

need to be submitted by the shareholders by 06.00

PM (IST), June 11, 2021. For detailed instructions and

formats of the Forms and documents to be submitted,

please visit www.tataelxsi.com/investors/corporate-

announcements.

VOTING THROUGH ELECTRONIC MEANS

In compliance with provisions of Section 108 of the

Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as

amended by the Companies (Management and

Administration) Amendment Rules, 2015 and Regulation

44 of the SEBI (Listing Obligations and Disclosure

Requirements), Regulations 2015, the Company is pleased

to provide members facility to exercise their right to vote

on resolutions proposed to be considered at the Annual

General Meeting (AGM) by electronic means and the

business may be transacted through e-Voting Services.

The facility of casting the votes by the members using an

electronic voting system from a place other than venue of

the AGM (“remote e-voting”) will be provided by National

Securities Depository Limited (NSDL).

II. The remote e-voting period begins on June 21, 2021 at

9:00 A.M. and ends on June 24, 2021 at 5:00 P.M. The

remote e-voting module shall be disabled by NSDL for

voting thereafter.

III. The Company has appointed Mr. V Madan, Practicing

Company Secretary (CP 21778) as the Scrutinizer for

providing facility to the members of the Company to

scrutinize the voting at the meeting and remote e-voting

process, in a fair and transparent manner.

IV. The facility for e-voting, shall also be made available

during the AGM and Members attending the AGM

through VC/OAVM, who have not already cast their vote

by remote e-voting, may exercise their right to vote

during the AGM through the NSDL portal.

V. The members who have cast their vote by remote

e-voting prior to the AGM can also participate through

VC / OAVM, but shall not be entitled to cast their vote

through e-voting again.

VI. The voting rights of Members shall be in proportion to

their shares in the paid-up equity share capital of the

Company as on the cut-o date.

VII.

The remote e-voting period commences on June 21, 2021

(9:00 am) and ends on June 24, 2021 (5:00 pm). During

this period members of the Company, holding shares

either in physical form or in dematerialized form, as on

the cut-o date of June 18, 2021, may cast their vote by

remote e-voting. The remote e-voting module shall be

disabled by NSDL for voting thereafter. Once the vote on a

resolution is cast by the member, the member shall not be

allowed to change it subsequently or cast the vote again.

The procedure to login to e-Voting website consists of two

steps as detailed hereunder.

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting

for Individual shareholders holding securities in demat

mode

Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/

CIR/P/2020/242 dated December 9, 2020 on “e-Voting

facility provided by Listed Companies”, e-Voting process

has been enabled to all the individual demat account

holders, by way of single login credential, through their

demat accounts / websites of Depositories / DPs in

order to increase the eciency of the voting process.

Individual demat account holders would be able to

cast their vote without having to register again with

the e-Voting service provider (ESP) thereby not only

facilitating seamless authentication but also ease and

convenience of participating in e-Voting process.

Shareholders are advised to update their mobile number

and e-mail ID with their DPs in order to access e-Voting

facility.

Notice | 15

Type of shareholders Login Method

Individual Shareholders

holding securities in

demat mode with NSDL.

1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of

NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either

on a Personal Computer or on a mobile. Once the home page of e-Services is launched,

click on the “Beneﬁcial Owner” icon under “Login” which is available under “IDeAS”

section. A new screen will open. You will have to enter your User ID and Password. After

successful authentication, you will be able to see e-Voting services. Click on “Access to

e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on

options available against company name or e-Voting service provider - NSDL and you

will be re-directed to NSDL e-Voting website for casting your vote during the remote

e-Voting period or joining virtual meeting & voting during the meeting.

2. If the user is not registered for IDeAS e-Services, option to register is available at

https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the

home page of e-Voting system is launched, click on the icon “Login” which is available

under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your

User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP

and a Veriﬁcation Code as shown on the screen. After successful authentication, you

will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on

options available against company name or e-Voting service provider - NSDL and you

will be redirected to e-Voting website of NSDL for casting your vote during the remote

e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders

holding securities in

demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id

and password. Option will be made available to reach e-Voting page without any further

authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/

myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu.

The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast

your vote.

3. If the user is not registered for Easi/Easiest, option to register is available at https://web.

cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing demat Account

Number and PAN No. from a link in www.cdslindia.com home page. The system will

authenticate the user by sending OTP on registered Mobile & Email as recorded in the

demat Account. After successful authentication, user will be provided links for the

respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders

(holding securities in

demat mode) login

through their depository

participants

You can also login using the login credentials of your demat account through your Depository

Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to

see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL

Depository site after successful authentication, wherein you can see e-Voting feature. Click

on options available against company name or e-Voting service provider-NSDL and you will

be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting

period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget

Password option available at abovementioned website.

ANNUAL REPORT 2020 - 21

16 | Notice

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through

Depository i.e. NSDL and CDSL.

Individual Shareholders

holding securities in

demat mode with NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a request

at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Individual Shareholders

holding securities in

demat mode with CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request

at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders

holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either

on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/

Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Veriﬁcation Code as shown on the

screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your

existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can

proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e.

Demat (NSDL or CDSL) or

Physical

Your User ID is:

a) For Members who hold

shares in demat account

with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is

IN300***12******.

b) For Members who hold

shares in demat account

with CDSL.

16 Digit Beneﬁciary ID

For example if your Beneﬁciary ID is 12************** then your user ID is 12**************

c) For Members holding

shares in Physical Form.

EVEN Number followed by Folio Number registered with the company

For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the ﬁrst time, you will need to retrieve the ‘initial password’ which was

communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the

system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated

to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the

attachment i.e. a .pdf ﬁle. Open the .pdf ﬁle. The password to open the .pdf ﬁle is your 8 digit client ID for NSDL

account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf ﬁle

contains your ‘User ID’ and your ‘initial password’.

Notice | 17

(ii) If your email ID is not registered, please

follow steps mentioned below in process for

those shareholders whose email ids are not

registered

6. If you are unable to retrieve or have not received the

“Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?” (If you

are holding shares in your demat account with NSDL

or CDSL) option available on www.evoting.nsdl.com.

b) “Physical User Reset Password?” (If you are holding

shares in physical mode) option available on

www.evoting.nsdl.com.

c) If you are still unable to get the password by

aforesaid two options, you can send a request at

evoting@nsdl.co.in mentioning your demat account

number/folio number, your PAN, your name and

your registered address etc.

d) Members can also use the OTP (One Time Password)

based login for casting the votes on the e-Voting

system of NSDL.

7. After entering your password, tick on Agree to “Terms

and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of

e-Voting will open.

Step 2: Cast your vote electronically and join General

Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General

Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all

the companies “EVEN” in which you are holding shares

and whose voting cycle and General Meeting is in active

status.

2. Select “EVEN” of company for which you wish to cast

your vote during the remote e-Voting period and casting

your vote during the General Meeting. For joining virtual

meeting, you need to click on “VC/OAVM” link placed

under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page

opens.

4. Cast your vote by selecting appropriate options i.e.

assent or dissent, verify/modify the number of shares for

which you wish to cast your vote and click on “Submit”

and also “Conﬁrm” when prompted.

5. Upon conﬁrmation, the message “Vote cast successfully”

will be displayed.

6. You can also take the printout of the votes cast by you by

clicking on the print option on the conﬁrmation page.

7. Once you conﬁrm your vote on the resolution, you will

not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals,

HUF, NRI etc.) are required to send scanned copy (PDF/

JPG Format) of the relevant Board Resolution/ Authority

letter etc. with attested specimen signature of the duly

authorized signatory(ies) who are authorized to vote, to

the Scrutinizer by e-mail to scrutinizer.tel@gmail.com

with a copy marked to evoting@nsdl.co.in

2. It is strongly recommended not to share your password

with any other person and take utmost care to keep your

password conﬁdential. Login to the e-voting website will

be disabled upon ﬁve unsuccessful attempts to key in

the correct password. In such an event, you will need

to go through the “Forgot User Details/Password?” or

“Physical User Reset Password?” option available on

www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently

Asked Questions (FAQs) for Shareholders and e-voting

user manual for Shareholders available at the download

section of www.evoting.nsdl.com or call on toll free no.:

1800-222-990 or send a request at evoting@nsdl.co.in

Other Instructions

1. The voting rights of Members shall be in proportion to

their shares in the paid-up equity share capital of the

Company as on the cut-o date. A person, whose name

is recorded in the register of members or in the register of

beneﬁcial owners maintained by the depositories as on

the cut-o date only shall be entitled to avail the facility

of voting, either through remote e-voting or voting at the

AGM through electronic voting system or poll paper.

Any person, who acquires shares of the Company and

becomes a Member of the Company after mailing of the

Notice and holding shares as of the cut-o date, may

obtain the login ID and password by sending a request at

evoting@nsdl.co.in. However, if he/she is already registered

with NSDL for remote e-voting then he/she can use his/her

existing User ID and password for casting the vote.

The Scrutinizer shall, immediately after the conclusion

of voting at the AGM, ﬁrst count the votes cast during

the Meeting, thereafter, unblock the votes cast through

remote e-voting in the presence of at least two witnesses

not in the employment of the Company and make, not later

than 48 hours of conclusion of the AGM, a consolidated

Scrutinizer’s Report of the total votes cast in favour or

against, if any, to the Chairman or a person authorised by

him in writing, who shall countersign the same.

ANNUAL REPORT 2020 - 21

18 | Notice

4. The result declared along with the Scrutinizer’s

Report shall be placed on the Company’s website

www.tataelxsi.com and on the website of NSDL

www.evoting.nsdl.com. The Company shall

simultaneously forward the results to National Stock

Exchange of India Limited and BSE Limited, where the

shares of the Company are listed.

Process for registration of e-mail id for obtaining Annual

Report and User ID/password for e-voting and updation of

bank account mandate for receipt of dividend:

i. Shareholders may register their e-mail address or PAN ,

if not registered with the Depositories (for shares held in

electronic form) / Company (for shares held in physical

form), on or before 5:00 p.m. (IST) on Tuesday June 15,

2021 , to receive the Notice to the AGM along with Annual

Report 20-21, by completing the process as under:

a. Visit the link https://tcpl.linkintime.co.in/EmailReg/

Email_Register.html

b. Select “Tata Elxsi Limited” from the dropdown

c. Enter details in respective ﬁelds such as DP ID and

Client ID (if shares held in electronic form) / Folio no.

and Certiﬁcate no. (if shares held in physical form),

Shareholder name, PAN, mobile no. and e-mail id.

d. System will send OTP on mobile no. and e-mail id.

e. Enter OTP received on mobile no. and e-mail id.

It may be noted that the above registration is for the

purpose of receiving communication related to the

AGM only. Members are requested to liaise with TSR

Darashaw Consultants Private Limited or their respective

Depository Participants for updation of details.

ii. For updation of Bank details for shares held in physical

form, please send a request to the Registrar and Share

Transfer Agent of the Company at csg-unit@tcplindia.co.in

along with the Folio No, Name of the shareholder,

scanned copy of the certiﬁcate (front and back), self-

attested copy of the PAN card and Aadhar along with

the following details:

a) Name and Branch of the Bank in which you wish to

receive the dividend,

b) the Bank Account type,

c) Bank Account Number allotted by their banks after

implementation of Core Banking Solutions

d) 9 digit MICR Code Number, and

e) 11 digit IFSC Code

f) a scanned copy of the cancelled cheque bearing the

name of the ﬁrst shareholder

For shares held in demat form - Please contact your

Depository Participant (DP) and register your email

address and bank account details in your demat account,

as per the process advised by your DP.

INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM

THROUGH VC / OAVM :

1. Members will be able to attend the AGM through VC /

OAVM or view the live webcast of AGM provided by NSDL

at https://www.evoting.nsdl.com by using their remote

e-voting login credentials and selecting the EVEN 116039

for Company’s AGM.

Members who do not have the User ID and Password

for e-voting or have forgotten the User ID and Password

may retrieve the same by following the remote e-voting

instructions mentioned in the Notice. Further Members

can also use the OTP based login for logging into the

e-voting system of NSDL.

2. Facility of joining the AGM through VC / OAVM shall open

30 minutes before the time scheduled for the AGM and

will be available for Members on ﬁrst come ﬁrst served

basis.

3. Members who need assistance before or during

the AGM, can contact NSDL on evoting@nsdl.co.in,

1800-222-990 or Ms. Sarita Mote at saritam@nsdl.co.in /

+ 91 22 24994890 or write to the Company at

telagm@tataelxsi.com

4. Members who would like to express their views or ask

questions during the AGM may register themselves

as a speaker by sending their request from their

registered email address mentioning their name, DP

ID and Client ID/folio number, PAN, mobile number at

telagm@tataelxsi.com between June 16, 2021 and

June 21, 2021. The facility to express views/ask questions

during the AGM shall be restricted only to those members

who have pre-registered themselves as a speaker. The

Company reserves the right to restrict the number of

speakers depending on the availability of time for the

AGM.

Bengaluru, April 22, 2021 By Order of the Board

Registered Ofﬁce: G. Vaidyanathan

ITPB Road, Whiteﬁeld, Company Secretary

Bengaluru - 560 048.

CIN: L85110KA1989PLC009968

Notice | 19

The following Explanatory Statement pursuant to Section 102

of the Companies Act, 2013, sets out all material facts relating

to the business mentioned at Item Nos. 4,5,6 and 7 of the

accompanying Notice:

Item No. 4

The Board of Directors, on the recommendation of the

Nomination and Remuneration Committee, appointed Prof.

Anurag Kumar as an Additional Director (Non Executive,

Independent) of the Company with eect from November 15,

2020. In terms of Section 161 (1) of the Companies Act, 2013,

Prof. Anurag Kumar holds oce up to the date of this Annual

General Meeting.

Pursuant to the provisions of Section 149 read with Schedule

IV of the Companies Act, 2013, Prof. Anurag Kumar has given

necessary declaration to the Board that he meets the criteria

for independence as provided u/s. 149(6) of the Act. The

Board is of the opinion that Prof. Kumar fulﬁlls the conditions

speciﬁed in the Act and the Rules framed thereunder,

for appointment as Independent Director and that he is

independent of the management. The appointment of Prof.

Kumar is now being placed before the Members for their

approval. The Company has, in terms of Section 160(1) of the

Act received in writing a notice from a Member, proposing his

candidature to the oce of the directorship of the Company.

Prof. Anurag Kumar, B.Tech (1977) IIT Kanpur, PhD (1981)

Cornell Univ., was a Member of Technical Sta in AT&T Bell

Laboratories (1981-1988), before returning to India and joining

the Indian Institute of Science (IISc) as a faculty member in

the ECE Department. He became a Professor in 1996, and was

the Director of IISc during 2014-2020. He has published 200

peer reviewed papers in journals and conferences, in the area

of communications networking and distributed systems.

He has consulted for government and private organisations,

and has mentored a networking start-up from its early years

to a global footprint. He has led the authorship of two major

books that have been used around the world. He was the 1977

President’s Gold Medallist in IIT Kanpur. He has been elected

Fellow of the IEEE, the Indian National Science Academy

(INSA), the Indian National Academy of Engineering (INAE),

the Indian Academy of Science (IASc), and The World

Academy of Sciences (TWAS). He received the 2015 Vasvik

Award for Information Technology, and the 2017 IEI-IEEE

Award for Engineering Excellence. He is a recipient of the

J.C. Bose National Fellowship, awarded by the Department of

Science Technology, for the period 2011-2021.

The Board recommends the Resolution at Item No. 4 of this

Notice for approval of the Members.

Further details of Prof. Kumar have been provided in the

Annexure to this Notice.

None of the Directors, KMP and / or their relatives, except Prof.

Anurag Kumar and his relatives are concerned or interested in

the resolution set forth in Item No. 4 of the Notice.

Item No. 5

The Members of the Company at the 28th Annual General

Meeting held on July 27, 2017 had approved the appointment

of Mr. Sudhakar Rao as an Independent Director of the

Company from August 01, 2016 for a term of 5 years up to July

31, 2021. The tenure of Mr. Sudhakar Rao as an Independent

Director expires on July 31, 2021.

Pursuant to the recommendation of the Nomination and

Remuneration Committee, the Board at its meeting held

on April 22, 2021 had approved the re-appointment of

Mr. Sudhakar Rao as an Independent Director of the Company

for a second term commencing from August 01, 2021 upto

September 02, 2024 (3 years, 1 month and 2 days period), in

terms of Section 149 read with Schedule IV of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, or any amendment thereto

or modiﬁcation thereof.

The Company has, in terms of Section 160(1) of the Act

received in writing a notice from a Member, proposing his

candidature for the ofﬁce of Director.

Mr. Sudhakar Rao is a retired Indian Administrative Service

(IAS) ocer belonging to the 1973 batch. He held various

assignments including Chairman & Managing Director of the

Karnataka Urban Infrastructure Development and Finance

Corporation (KUIDFC); Principal Secretary - Finance; Principal

Secretary - Home; Principal Secretary to the Chief Minister of

Karnataka; Development Commissioner and acted as the Chief

Secretary of Karnataka until retirement from government

service on 30th September 2009. Mr. Rao was conferred the

Kannada Rajyotsava Award under Public Service category by

the Government of Karnataka on November 1, 2010.

Mr. Rao holds a Master’s Degree in Economics from the

Delhi School of Economics and a Master’s Degree in Public

Administration from the Kennedy School of Government,

Harvard University. Mr. Rao acts as the Independent Director

for various listed companies.

Further details of Mr. Rao have been provided in the Annexure

to this Notice.

The Board recommends the resolution at Item No. 5 of this

Notice for approval of the Members.

None of the Directors, KMP and / or their relatives, except

Mr. Sudhakar Rao and his relatives are concerned or interested

in the resolution set forth in Item No. 5 of the Notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ANNUAL REPORT 2020 - 21

20 | Notice

Item No. 6

In view of the valuable services being rendered by the

Directors to the Company and the increased responsibilities

they are required to shoulder, the members had at the

Twenty-seventh Annual General Meeting held on 26th July,

2016, approved payment of commission not exceeding 1%

per annum of the net proﬁts of the Company to the Non-

Executive Directors of the Company for a period of ﬁve years

commencing from 1st April 2016, to be distributed amongst

some or all of the Directors in accordance with the directions

given by the Board on the recommendation of the Nomination

and Remuneration Committee.

Consequent to the expiry of the said period of ﬁve years on

31st March 2021, it is proposed to extend payment of such

commission for the period commencing from 1st April 2021.

None of the Directors or Key Managerial Personnel (KMP)

or relatives of directors and KMPs except Non-Executive

Directors, who are in receipt of commission and their relatives

are concerned or interested in the proposed business at Item

No.6 of the notice.

Item No. 7

Section 188 of the Companies Act, 2013 and the applicable

Rules framed thereunder read with Regulation 23 of

Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirement) Regulations 2015, provide that

transactions with Related Parties where the aggregate value of

transaction(s) amounts to 10% or more of the annual turnover

of the Company as per last audited ﬁnancial statements of the

Company shall be considered material and will require prior

approval of shareholders through ordinary resolution.

Accordingly, transaction(s) entered into with Jaquar Land

Rover Limited (“JLR”) comes within the purview of Related

Party transaction(s) in terms of provisions of the Act,

applicable Rules framed thereunder read with the Listing

Regulations, post the Company becoming the subsidiary of

Tata Sons Private Limited.

The value of proposed aggregate transactions with Jaquar

Land Rover Limited is likely to exceed the said threshold limit

and is expected to be around ` 250.00 Crores per year during

the ﬁnancial years 2021-22 and 2022-23.

Hence, approval of the shareholders is being sought for the

said Related Party Transaction(s) proposed to be entered

into by the Company with JLR in the ﬁnancial years 2021-22

and 2022-23.

Pursuant to Rule 15 of Companies (Meetings of Board and its

Powers) Rules, 2014, as amended till date, particulars of the

transactions with Jaquar Land Rover Limited are as follows:

Name of the related party Jaquar Land Rover Limited

Name of the director or key managerial

personnel who is related, if any

None

Nature of relationship By virtue of Jaquar Land Rover Limited being a subsidiary of Tata Motors Limited,

which is an associate of the promoter - Tata Sons Private Limited, Tata Elxsi Limited

and JLR are Related Party.

Nature, material terms, monetary

value and particulars of the contract

or arrangements

Contract / agreement to provide design, technology and engineering services,

including advanced R&D.

Proposed contract value for FY 2021-22 & 2022-23 : ` 250 Crores per year

Any other information relevant or

important for the members to take a

decision on the proposed resolution

The Members of the Company had approved the amendment to the Articles of

Association of Company, through special resolution vide postal ballot eective

December 01, 2020, wherein Tata Sons Private Limited shall have the right to nominate

1/3rd of the total number of Directors (including the Chairman) on the Board.

Consequently, considering the requirement of Ind AS-110, Consolidated Financial

Statements, the Company has become a subsidiary of Tata Sons Private Limited

with eect from December 01, 2020 and accordingly Jaquar Land Rover Limited

(subsidiary of Tata Motors Limited) shall be treated as a related party.

Tata Elxsi (“TE”) has been engaged with JLR prior to the acquisition of the company

by Tata group. JLR is one of the oldest customer of Tata Elxsi’s Automotive Division.

TE act as R & D Centre for their various new vehicle programs and provide niche

product design expertise and engineering services in the areas of mechanical,

electronics and software development and complete vehicle program management.

The transactions under consideration, to be entered into by the Company with JLR

for the above periods is in the ordinary course of business and at arms length basis.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested,

ﬁnancially or otherwise, in the resolution.

The Board of Directors recommends passing of the resolution as set out at item no. 7 of this Notice as an Ordinary Resolution.

Notice | 21

ANNEXURE

Details of Directors seeking appointment / re-appointment at the Annual General Meeting

Particulars Mr. N. G. Subramaniam Mr. Sudhakar Rao Prof. Anurag Kumar

Date of Birth May 20, 1959 September 03, 1949 July 13, 1955

Date of

appointment

November 01, 2014 August 01, 2016 November 15, 2020

Qualiﬁcations M.Sc (Mathematics) M.A Economics,

Delhi School of Economics;

M.A (Public Administration),

Kennedy School of

Government, Harvard

University

B.Tech. Electrical Engineering,

IIT Kanpur

Ph.D - Cornell University

Expertise in speciﬁc

functional areas

IT Industry and General

Management

General Management and

Administration

IT Industry and General

Management

Directorships

held in other

public companies

(excluding foreign

companies

and Section 8

companies)

Tata Consultancy Services

Limited

1. Healthcare Global

Enterprises Limited

2. L&T Infrastructure

Development Projects

Limited

3. IFFCO-TOKIO General

Insurance Company

Limited

Nil

Memberships/

Chairmanships of

committees of other

public companies

(Audit Committee

and Stakeholders’

Relationship

Committee

considered)

Nil Audit Committee [Chairman]

1. IFFCO-TOKIO General

Insurance Company

Limited

2. L&T Infrastructure

Development Projects

Limited

3. Healthcare Global

Enterprises Limited

Nil

Number of

shares held in the

Company as on

March 31, 2021

Nil Nil Nil

None of the Directors seeking appointment / re-appointment are related to any of the other Directors of the Company within

the meaning of the term “relative” as per section 2(77) of the Companies Act, 2013.

ANNUAL REPORT 2020 - 21

22 | Directors' Report

DIRECTORS’ REPORT TO THE MEMBERS

3. Dividend

Your Directors recommend for your approval, ﬁnal

dividend of 240 % (` 24 per share), subject to tax, and

a one-time special dividend of 240% (` 24 per share)

subject to tax, for the year ended March 31, 2021 on

6,22,76,440 equity shares of ` 10/- each fully paid-up,

aggregating to 480% (` 48 per share), compared to

165% (` 16.50/- per share) on 6,22,76,440 equity shares

of ` 10/- each fully paid-up in the previous year.

This will involve an outgo of ` 298.93 crores, compared

to ` 102.76 crores, in the previous year.

The Company’s Dividend Distribution Policy (DDP) is

available in the Investors section of the company website:

www.tataelxsi.com/DividendDistributionPolicy

4. Reserves

Your Directors have approved a transfer of ` 10 Crores to

the General Reserves for the year ended March 31, 2021,

as against an amount of ` 10 crores transferred in the

previous year.

5. Review of Operations

The total income during the year under review increased

by 12.0% from ` 1668 crores in the previous year to ` 1866

crores.

The Proﬁt Before Tax (PBT) was ` 512 crores against ` 352

crores in the previous year. The Proﬁt After Tax (PAT) was

` 365 crores against ` 252 crores in the previous year.

During the year under review, despite the unprecedented

situation where the entire world was engulfed with the

pandemic, your Company and its employees immediately

adapted to the new normal and continued seamless -

customer commitments and promises to its customers.

6. Management Discussion and Analysis

Industry Outlook

The year 2020 was disrupted by pandemic-related sharp

declines in growth across industries. When the global

economy shrank by 3.3% YoY in 2020 (IMF), India’s

IT & ITeS sector shone brightly, growing by 2.3% YoY

(Nasscom) thanks to faster digital technology adoption.

According to Nasscom’s Strategic Review 2021, India’s

technology sector contributed 8% of national GDP and

52% of services exports.

The rate of digital technology adoption has increased

across industries, resulting in rapid revenue growth for

technology service providers. Enterprises are diverting

their CAPEX budgets to technology and prioritizing

digitization in the face of a pandemic. According to

Nasscom’s CEO survey, 70% of businesses expect

increased investment in global technology in 2021. With

1. Your Directors are pleased to present the Thirty Second Annual Report on the business and operations of the Company

along with the Audited Statements of Accounts for the ﬁnancial year ended March 31, 2021.

2. Result of Operations - Extract

` In Crores

2020-21 2019-20

Revenue from operations 1,826 1,610

Other income (Net) 40 58

Total Income 1,866 1,668

Proﬁt before ﬁnancial expenses, depreciation 562 401

Less: Financial expenses 6 6

Depreciation/ Amortization 44 43

Proﬁt before tax 512 352

Tax expenses 144 96

Proﬁt after tax for the year 368 256

Other Comprehensive income -3 -4

Net Proﬁt for the year 365 252

Add: Proﬁt brought forward 942 804

Transition impact of Ind As 116 - 3

Less: Dividend and Dividend Tax* 103 101

Transfer to General Reserve 10 10

Balance Proﬁt carried to Balance Sheet 1,194 942

*Pertains to previous years

Directors' Report | 23

increased hyper-digitization and technology adoption

across industries, growth verticals such as healthcare,

pharma, medical devices, software & internet, and

consumer electronics are expected to accelerate in 2021.

In 2021, depressed economic activity and wages,

increasing interest rates and geopolitical tension,

foreign exchange rate volatility, and a downturn in some

industries such as cars, travel, and tourism would all pose

challenges to development. However, due to advanced

economies’ resilience against recession and a better-

than-expected recovery in emerging markets, a faster

vaccination, central bank monetary support, and ﬁscal

stimulus across major economies have signiﬁcantly

reduced the magnitude of the economic downturn than

previously predicted. We expect this growth to intensify

in the coming months, resulting in global economic

normalization.

According to Zinnov, the global ER&D was USD 1.4 Trillion

and is expected to grown by a CAGR of 11% to 1.9 Trillion

by 2023.

While Manufacturing verticals such as Aerospace,

Automotive, and Industrial bore the brunt of the

pandemic and witnessed a change in ER&D priorities,

5G, Digital Thread, and Sustainable engineering are the

key pillars that will drive digital engineering spend going

forward.

The rapid adoption of intelligent, connected and

smart initiatives such as Tele X, intelligent workplaces,

contactless commerce, leveraging new age technologies

such as Artiﬁcial intelligence, AR/VR, IoT is set to further

fuel ER&D spend across verticals and make enterprises

anti-fragile.

Covid-19 triggered signiﬁcant disturbances in the

automotive industry as well. Lockdowns resulted in

a substantial drop in car sales in the ﬁrst half of FY21.

The selling of LV/passenger cars has declined sharply in

developed/larger economies such as the United States,

the United Kingdom, and China and major EU economies

such as Germany, France, Italy, Spain, and others. The

second half of FY21 saw a modest rebound, but the total

car and SUV sales fell by 16% to 76.5 million in 2020.

As per Moody’s stable outlook, auto demand is likely to

improve in 2021, but at a slower pace, which is expected

to continue next year with mid-to-high single-digit

sales growth in 2022. China, the world’s largest market,

witnessed 10% contraction in auto sales in 2020, and the

other geographies also witnessed similar dip. However,

demand began to return to normal levels in H2 2020 and

it is expected to see 2.5% YoY growth in auto unit sales

in 2021.

One of the few sectors that was positively aected by

the pandemic was the Media and Communications

sector. With a surge in data & telecom services due to

global lockdowns, the Media & Communications sector is

expected to grow by a CAGR of 4% between 2020-2023.

Furthermore, investments are expected to increase in OTT,

5G, SDN/NFV and AI. The pandemic acted as a trigger,

accelerating several developments that were already in

motion. With movie theatres closing, OTT (direct-to-

consumer through streaming platforms) saw a healthy

increase in streaming content consumption, subscription

services, and ad-supported models. With the increased

adoption of remote working teams and the availability

of successful digital collaborative tools, demand for

services such as in-home access, home broadband, and

over-the-top (OTT) services is increasing. Consumer and

enterprise adoption of innovative wireless technology

like 5G has increased due to the COVID-19 pandemic, as

has customers’ desire to try new content options.

According to numerous research and industry data,

pandemic-driven lockdowns and social distancing

recommendations have profoundly rooted digital

technologies in consumers’ attitudes and day-to-day

lives. Consumers are collaborating with colleagues,

staying in touch with friends and family, and consulting

with physicians digitally. They make unprecedented use

of mobile banking and contactless payment apps.

COVID has served as an inﬂection point for digital

transformation across the healthcare ecosystem.

Transforming the patient experience value chain is top

priority for providers. The uberization of patient care is

the biggest COVID led disruption.

Healthcare payers are accelerating digital investments to

automate the trifecta of sales, operations, and services.

Medical devices ﬁrms are unlikely to witness a signiﬁcant

change in their R&D roadmaps; their focus on connected

devices will receive an impetus. The global health

spending is expected to rise at a 3.9% CAGR during

2020-2024, led by Asia and Australia (5.3%) and the

economies of Central and Eastern Europe (5.2%).

A new trend has emerged during this pandemic phase:

creating digitally enabled, on-demand, and seamlessly

connected consumer experiences that drive doctor-

patient interactions. Consumers are increasingly turning

to technology to track their well-being, track their ﬁtness,

and order medicines. Consumers are more comfortable

than ever before to use virtual visits with doctors and

adopt tools for consultation, and this trend is expected

plan to continue even post Covid. Consumers’ attention

has turned to disease prevention by fostering healthier

habits, vitality, well-being, and early detection.

ANNUAL REPORT 2020 - 21

24 | Directors' Report

Cloud computing, artiﬁcial intelligence, and virtual care

delivery systems are becoming increasingly important

in the digital transformation of healthcare around the

world. Because of its ability to process and distribute

data eectively and collaboratively, cloud computing

technology will help health systems develop their IT

infrastructure and lower costs. AI employs algorithms

and machine learning (ML) to analyze and interpret data,

provide customized interactions, and automate routine

and costly healthcare operations.

Business Analysis

Your Company reported operating revenues of 1826.2

crores in FY 2021, an increase of 13.4% year on year. This

growth was mostly volume-led with constant currency

growth of 8% YoY. Our operating proﬁt (EBITDA) was

522.4 crores, up 52.3% year on year, with EBITDA margins

of 28.6%, up 730 bps. Proﬁt before tax was 511.9 crores,

up 45.3% year on year and surpassing 500 crores for the

ﬁrst time in the Company’s history. The Company’s net

proﬁt for the year was ` 368.1 crore, up 43.7% year on

year.

The onsite oshore revenue mix has also shifted this

year, with the oshore share rising by 920 bps to 66.9%.

Operating margins have also improved as a result of this.

Over the year, the Company hired a net of 785 new

engineers and saw its attrition rate drop by 360 bps

(6.6% for FY21).

Your Company has been diligently working to reduce

client concentration which is evident from FY21 results.

The contribution of the top client in operating revenues

has declined from 16.1% in FY 2020 to 11.8% in FY 2021.

The top 5 clients and top 10 clients in operating revenues

have also reduced by 320 bps and 370 bps respectively

in FY2021.

Our geographical revenue contribution has also further

diversiﬁed, with US contributing to 36.8%, Europe 36.1%

and India 13.3%.

Client diversiﬁcation- Revenue Contribution in FY21

Top 10

Top 5

Top 1

FY21

11.8%

35.0%

46.8%

16.1%

38.2%

50.5%

FY20

Geographical diversiﬁcation- Revenue Contribution in

FY21

Row,

13.9%

India,

13.3%

Americas,

36.8%

Europe,

36.1%

Our operations are classiﬁed into two business segments,

i.e., Software Development & Services and Systems

Integration & Support.

Software Development and Services

During the ﬁnancial year 2021, the Software Development

and Services business generated revenues of ` 1,781.6

crores, registering a growth of 14.1% year on year. The

segment proﬁt increased by 34.7% from ` 409.6 crores

in the previous year to ` 551.8 crores in FY21.

This segment witnessed healthy growth in FY 2020-21,

supported by all key segments. The transportation

business has been showing a sustained recovery while

the media & communications business and healthcare

business are growing at a steady pace. Our eorts to

diversify revenues by redeploying the available resources

and capabilities into other adjacencies, i.e., o-road

and rail, accelerating new customer acquisition, and

diversiﬁcation strategies to de-risk revenue dependency

from customer/ segment/ region are yielding results.

The software development and services segment consists

of two business divisions; Embedded Product Design and

Industrial Design & Visualization that provide technology

and design services to customers across industries.

Embedded Product Design

The Embedded Product Design (EPD) division provides

technology consulting, new product design, development,

and testing services for the Transportation, Media,

Broadcast & Communication and Healthcare. During the

year 2020-21, this division generated revenues of ` 1611

crores, registering a growth of 14.8% Y-o-Y.

In the latest Zinnov Zones 2020 Study, your Company

was ranked in the ‘Leadership Zone’ across multiple

sectors. Your Company’s extensive and well-established

ER&D services were recognized in the survey, and it was

rated in the Leadership Zone in the Automotive and

Media & Communications industries. With three decades

Directors' Report | 25

of experience in providing product design, technology

development, testing, and systems integration services,

Tata Elxsi has an unparalleled depth of industry expertise

in each of these segments. According to the report, Tata

Elxsi was also recognized as a well-established niche player

in advanced technologies such as Digital Engineering,

Artiﬁcial Intelligence, and the Internet of Things.

The key sectors addressed by EPD include:

Transportation

Your Company is a preferred partner for leading

car manufacturers, OEMs, and suppliers to develop

electronics and software for powertrain, infotainment,

connectivity, active safety, and comfort. Tata Elxsi

provides R&D, design, and product engineering services

to leading global automotive and transportation industry

players. This business segment contributed to 41.2% of

EPD revenues.

Consumer demand is driving the emergence, progress,

and adoption of new trends and technologies in the

global transportation sector. Market preferences are

transitioning to 24/7 communication in this digital age.

Connected devices are now supporting telematics,

infotainment, navigation services, vehicle control, ADAS

(Advanced Driver Assistance Systems), and autonomous

driving, among other services, in the automotive world.

Digitally connected vehicles are incredible ways for

brands and OEMs to understand their purchasers and their

preferences better, nurture this relationship all through

the possession lifecycle, and set out open doors for new

income streams for themselves and the entire value chain

through this association. Tata Elxsi plays at this speciﬁc

intersection, taking knowledge and technology from

various industries and blending it with award-winning

design thinking and digital capabilities to generate value.

Global Automotive ER&D (USD-Bn)

2019 2020 2023

157

-8%

144

157

As per the Zinnov report, global automotive ER&D

spending reached US$157 bn in 2019, registering a growth

of 5% y-o-y, led by investments in Digital Engineering

fuelled by increasing focus on new-age technologies.

Automotive OEMs and component manufacturers are

growing their R&D expenditures on digital innovation

initiatives to develop autonomous, ADAS, and industry

4.0 capabilities. Digital ER&D (US$ 133.5 bn) constitutes

a signiﬁcant part of global automotive ER&D spend.

Though the Automotive ER&D segment registered an 8%

decline in spend in 2020, it is expected to reach US$ 157

bn by 2023.

During FY2020-21, your Company announced the opening

of the Global Engineering Center (GEC) with Schaeer

Technologies AG & Co. KG, a world leader in providing

mechatronics solutions for the Transportation industry.

Tata Elxsi is the global engineering services partner for

Schaeer, and the GEC is part of a strategic multi-year

engineering services engagement. This relationship

strengthens your Company’s automotive presence in

Europe and reinforces the strategic investments as a

design-led engineering solutions provider over the years.

Your Company is investing in strengthening electric

vehicles’ development capabilities, including control

software development, battery management systems,

and validation. We continue to invest in developing IP in

select areas, creating new monetization opportunities, and

demonstrating expertise in speciﬁc areas of future growth.

Media, Broadcast and Communications

Tata Elxsi addresses the complete product development

lifecycle from R&D, new product development, and testing

to maintenance engineering for Broadcast, Consumer

Electronics, and Communications. Your Company works

with leading broadcasters & operators to develop and

deliver new connected services and superior customer

experience. The Media, Broadcast and Communications

division contributes 44.7% of EPD revenues.

As per Zinnov’s report, global hi-tech-led verticals

consisting of software & internet, semiconductor, and

telecom are expected to reach the US $484 Billion by

2023, registering a CAGR of 14%, 2019-2023.

Global Hi-Tech led ER&D (USD-Bn)

2019 2020 2023E

347 360

8.7%

484

ANNUAL REPORT 2020 - 21

26 | Directors' Report

Pandemic-led viewership and content consumption

experienced in the recent past by OTT platforms and

streaming has led Broadcast and Media companies to

allocate more resources to connect directly with their

audiences through new platforms or digital media.

Your Company oers better customer engagement

through the user-centric design and AI-based video

analytics for hyper-personalization for rich interaction

with users. Our FalconEye solution enables a superior

quality experience, thereby helping content providers

increase customer loyalty, retention and extend their

customer base. We help our customers adopt new

strategies and agile approaches for application and

content development, aggregation, and delivery.

Your Company also assists leading telecom operators in

their digital and network transformation eorts, assisting

with integration, process automation, and new service

rollouts.

In FY 2020-21, Tata Elxsi expanded its RDK oerings

by developing an end-to-end, full-stack, intuitive User

Interface solution for RDK Video Accelerator set-top

boxes. This solution oers faster application development

cycles for operators adopting RDK for their video and

broadband services.

Tata Elxsi teamed up with Syntiant Corp., a deep learning

chip technology company, to assist manufacturers in

designing and developing low-power always-on voice

applications for various product categories, including

smart home devices and consumer electronics, as well as

industrial and transportation use cases.

Tata Elxsi announced an expansion of its relationship

with INVIDI Technologies to bring addressable television

capabilities to pay-TV operators in India, Asia-Paciﬁc,

and MEA.

Your Company was selected as a 3PL certiﬁcation partner

for Google Widevine to deliver secure premium content

protection for Broadcast, Media, Consumer Electronics,

and Automotive applications. This certiﬁcation

partnership further expands Tata Elxsi’s oerings and

leadership in the Broadcast, media, consumer devices,

and transportation domains and enabling leading brands,

content distributors, OTT providers, and operators with

a seamless development, integration, and certiﬁcation

service for Widevine solutions, ensuring faster time-to-

market for their revenue-generating services.

Healthcare

The Healthcare segment contributed 9.9% of EPD

revenues and continues to be fastest-growing segment,

registering a 49.4% Y-o-Y revenue growth in FY 2020-21.

With the growing demand for point-of-care devices,

digital self-diagnosis devices, wearable monitoring, and

alert systems. Your Company supports global medtech,

digital health, pharmaceuticals, and biotech businesses

conceptualize, launch, and sustain products in one of the

most regulated industries in the world.

The sector’s GDP share should average 10.3% in 2021 and

2022.

As per Zinnov’s report, Global Healthcare (services

led) ER&D is expected to reach US$ 45 Billion by 2023,

registering a CAGR of 9.8%, 2019-23. The total global

R&D spend in the Medical Devices industry stands at

USD 48-49 Bn in 2019 (Zinnov), concentrated on top

players. North America is the biggest spender, with 59%

of the pie, followed by Europe at 34% and APAC, 7%.

Global Healthcare ER&D (USD-Bn)

2019 2020 2023E

31 33 45

9.8%

With our deep expertise in product design and

engineering space, your Company is continuously piloting

design innovation in the healthcare industry. We engage

with our customers to design next-generation products

in critical care, patient monitoring, and drug delivery.

We are working on cloud-based platforms that help

consolidate and provide valuable data for analytics on

the digital side. We are developing software accelerator

platforms in regulatory intelligence and clinical workﬂow

automation to improve operational eciencies for the

end-users signiﬁcantly.

During the year, Tata Elxsi announced the opening of

a Global Engineering Center (GEC) with Aesculap AG,

a subsidiary of B.Braun, one of the world’s leading

manufacturers of medical devices and pharmaceutical

products and services. This GEC brings together

integrated competencies in R&D and innovation, digital

technologies, deep domain understanding of medical

devices and ever-evolving regulatory standards. This

center will be essential to accelerate innovation and

drive Aesculap‘s medical business’s transformation and

growth.

Directors' Report | 27

Industrial Design and Visualization

Tata Elxsi works with customers to develop innovative

products, services, and experiences that help them

establish brands and grow their businesses. We assist

clients worldwide in bringing new concepts and goods

to market by combining design and technology.

Your Company’s services span across consumer research

and strategy, branding and graphics, product design,

service design, user experience design, transportation

design, 3D-prototyping, visualization, and manufacturing

support.

Together with our clients, we simplify and enhance

service value by analyzing problems, identifying

opportunities, improving processes, and creating uniﬁed

solutions, meaningful interactions, spaces, and products.

This business continues to deliver integrated services for

customers in Transportation, Media & Communication &

Healthcare sectors, enabling dierentiation and added

value, even as it addresses independent design projects

in other sectors such as FMCG and consumer appliances.

During the year under review, this business registered a

turnover of ` 170 crores and a growth of 9% YoY.

DishTV selected your Company to develop ‘Orbit,’ the

new user interface (UI) for both its brands DishTV & d2h.

This enables subscribers with a seamless TV and online

viewing experience. The new interface will leverage

artiﬁcial intelligence and machine learning to make it

easier to ﬁnd content on TV where users are restricted

to traditional remotes. This engagement is a great

example of our integrated service oering where our

design and technology teams worked together to create

a completely new, yet intuitive UI with robust product

performance that helped create a visual identity and a

branded experience for Dish TV.

Your Company has won its second iF Design Award this

year after the ﬁrst one in 2017. Tata Elxsi won this world-

renowned award for design excellence for its innovative

and exceptional design concept for a Mixed Reality

(MR) Based Smart Assistive Wearable Device. These

devices have been designed to help people with special

needs such as Autism or Alzheimer’s to deal with social

situations, which they might otherwise ﬁnd dicult.

Your Company also won two ‘India’s Best Design Awards

(IBDA) for Packaging Design for Sunny Sun-lite oil and

Product Design for Orient Ultimo tower cooler. The jury

recognized our work for innovative design and solving

customer pain points through unique features developed

for each of these products. Going beyond the awards,

both the products have been very well received in the

market, reiterating our design’s impact on driving

strategic business growth for our customers.

System Integration and Support

Our System Integration & Support segment reported a

turnover of ` 44.5 crores during the year under review, a

decline of 5.5% Y-o-Y. The segment generated a proﬁt of

` 3.7 crores during the year.

Your Company implements and integrates complete

systems and solutions for specialized applications such

as Experience Centers, Training and Safety, and Design

Visualisation. Your Company helps customers implement

complex design solutions across market segments such as

Automotive, Aerospace, Entertainment, Manufacturing,

Government, and Education.

We continue to strengthen our solution portfolio to

address emerging digital technology needs with our

customers, including professional services for cloud and

infrastructure management, Virtual Reality (VR), and 3D

Printing.

This division is also bringing together design, technology,

and content to help corporate brands set up Experience

Centres to better communicate their brands and

businesses’ impact on consumers, stakeholders, and

the community. We executed several such Experience

Centers for leading brands and corporate houses in the

medical devices, transportation, consumer products, and

manufacturing industries.

Threats, concerns, and risks

With more than 15 months into the pandemic, the global

economy has encountered new challenges. It is holding

back economic development in some of the poorest

parts of the world; at the same time, there are concerns

that the ﬁght against the pandemic is taking resources

away from other critical challenges. Geopolitical risks,

inﬂation, interest rate volatility, and forex volatility are

expected to keep policymakers on their toes in 2021.

The health and well-being of our employees is the top

priority of your Company. It has been our constant

endeavor to ensure employees feel safe, cared for, and

supported. Your management team is working towards

delivering resilience and continuity of our services to our

clients.

Your Company’s diversiﬁed revenues in sectors with

low correlation namely Transportation, Media &

Communication and Healthcare has enabled us to

the period when the entire global economy reported a

decline. Your Company’s customer base is diversiﬁed

in terms of both geographies we operate in, and

currencies we bill in. This mitigates risks arising from

geopolitical and currency volatility to a certain degree.

ANNUAL REPORT 2020 - 21

28 | Directors' Report

The Company also follows a well-deﬁned hedging policy

to address any possible risk associated with volatility in

foreign exchange.

We have robust business continuity plans and are

continuously testing and upgrading our disaster

management infrastructure. Your Company has a well-

deﬁned disaster recovery plan to protect business

operations and critical data and improve our response to

threats, especially cyberattacks.

Internal Control Systems and their adequacy

Your company has an Internal Control System,

commensurate with the size, scale and complexity of its

operations. To maintain its objectivity and independence,

the Internal Auditor reports to the Chairperson of the

Audit Committee of the Board. The internal auditor

monitors and evaluates the ecacy and adequacy of the

internal control system in the Company, its compliance

with operating systems, accounting procedures and

policies of the Company. Your Company has appointed an

external audit ﬁrm Grant Thornton Bharat LLP to provide

an independent, objective and reasonable assurance

on the adequacy and eectiveness of the Company’s

internal controls. The audit ﬁrm periodically evaluates

and tests the ecacy and adequacy of internal controls.

The internal control systems also aim to strengthen the

overall assurance practices, processes and controls.

Signiﬁcant audit observations and follow up actions

thereon are reported to the Audit Committee.

Based on the internal audit reports, process owners

undertake corrective actions in their respective areas and

thereby strengthen the controls. The Audit Committee

approves the annual internal audit plan, reviews the

adequacy and eectiveness of the internal control

system, signiﬁcant audit observations and monitors the

implementation of audit recommendations.

Risk management

Your company has developed and implemented a

Board approved Risk Management Policy that ensures

appropriate management of risks which aligns with its

internal systems and culture. Moreover, it has a well-

deﬁned Enterprise Risk Management (ERM) framework

that is designed to enable risks identiﬁcation, assessment,

mitigation, monitoring and reporting. The risk management

process encompasses a spectrum of strategic, operational,

ﬁnancial and compliance risks that your company is

exposed to. Further, it is also embedded across all the

major functions and regions of the organisation. The Risk

Management Committee, comprising of Directors and the

Chief Financial Ocer, assist the Board in overseeing the

responsibilities with respect to identiﬁcation, assessment

and mitigation of these risks.

Financial Analysis

Particulars ` in Crores Change over

previous year%

Percentage of Income

2020-21 2019-20 2020-21 2019-20

Sales and services 1826 1610 13 98 97

Other income 40 58 -31 2 3

Total Revenues 1866 1668 12 100 100

Cost of sales 87 81 7 5 5

Personnel expenses 1025 951 8 55 57

Financial expenses 6 6 - - -

Depreciation/ Amortization 44 43 2 2 3

Other expenses 192 235 -18 10 14

Total Expenditure 1354 1316 3 73 79

Proﬁt before tax and exceptional items 512 352 45 27 21

Tax expenses 144 96 50 8 6

Proﬁt after tax for the year 368 256 44 20 15

Analysis of Overheads

Particulars ` in Crores Variance %

2020-21 2019-20

Communication expenses 5.94 7.35 (19)

Inland travel and conveyance 2.02 7.90 (74)

Overseas travel 26.94 68.02 (60)

Advertisement and Sales Promotion 6.71 8.39 (20)

Legal and Professional Expenses 10.84 10.04 8

Consultant fees for software development 71.53 70.12 2

Directors' Report | 29

Signiﬁcant Ratio Analysis

Sl. No. Particulars Unit 31.03.2021 31.03.2020

1 Earnings before interest, depreciation and tax/Sales % 30.78 24.9

2 Proﬁt before tax/ Sales % 28.04 21.86

3 Proﬁt after tax/ Sales % 20.15 15.90

4 Current Ratio* No. of times 5.30 5.53

5 Earnings per share INR 59.11 41.12

Human Resources

Your Company recognizes the critical importance of its

human capital. As a technology-led design Company, we

continue to focus on attracting and retaining top talent.

Your Company undertakes signiﬁcant initiatives to

increase eectiveness and efﬁciency through Leadership

training, Performance management, Talent development,

Employee engagement and Succession planning. Across

the organization there are leadership programs for all

job levels, technical training programs are hosted to up-

skill and re-skill employees on the latest technologies,

there are curated learning paths for all employees and

employee engagement is at the centre of everything we

do. There are programs like Future leaders to identify

young aspiring talent early in their career and nurture

that talent.

Your Company believes in Diversity & Inclusion and

is committed to the principle of Equal Employment

Opportunity for all employees. About 35% of our total

workforce comprises of female employees, underscoring

the emphasis that Tata Elxsi places on providing equal

opportunities for its workforce. Our total headcount was

7362 as of March 31, 2021.

Quality initiatives

In line with our Vision, Mission and Value statements and the

Quality policy, we have instituted robust quality processes

for execution of our projects. We have also implemented a

set of robust information security management processes

to assure our global customer base of the required level

of conﬁdentiality and protection of data and information.

Our processes are complying to and certiﬁed against

generic standards like ISO 9001:2015 and ISO 27001:2013.

In addition our processes are also certiﬁed against domain

speciﬁc requirements like ISO 13485:2016 for medical

devices, and Automotive SPICE® Level 5 certiﬁcation for

the transportation business. In addition, our facilities

comply with the rigors of ISO 45001:2018, an international

standard on Occupational Health and Safety. Our

Trivandrum and Pune facilities are also certiﬁed for TISAX

(Trusted Information Security Assessment Exchange), a

new assessment and exchange mechanism for information

security focused towards automotive industry.

Directors and Key Managerial Personnel

Pursuant to the provisions of section 152 of the Companies

Act, 2013, Mr. N G Subramaniam retires by rotation and

being eligible, oers himself for re-appointment.

Prof. M.S. Ananth, Independent Director, retired on

November 15, 2020 on expiry of his term and upon

attaining the age of 75 years, in line with the Tata Group

Policy. The Board placed on record their appreciation for

the valuable contribution made by Prof. Ananth during his

tenure with the Company.

The Board on the recommendation of the Nomination

& Remuneration Committee, subject to the approval of

the shareholders, has appointed Dr. Anurag Kumar as an

Independent Director (additional Director) to hold oce

for a term of ﬁve (5) years from November 15, 2020 upto

November 14, 2025.

The term of Mr. Sudhakar Rao as an Independent Director

is due to expire on July 31, 2021. The Board, on the

recommendation of the Nomination and Remuneration

Committee, subject to approval of the shareholders, has

approved the re-appointment of Mr. Sudhakar Rao as an

Independent Director for the second term commencing

from August 01, 2021 up to September 02, 2024 (3 years,

1 month and 2 days).

During the year under review, six (6) Board meetings

were held and have been well attended by the Directors.

The calendar of meetings for the year 2020-21 had been

circulated to all the directors detailing the schedule of

Board and Committee meetings during 2020-21.

Pursuant to the provisions of Section 149 of the Act,

the Independent Directors have submitted declarations

that each of them meet the criteria of independence

as provided in Section 149(6) of the Act along with

Rules framed thereunder and Regulation 16(1)(b) of

the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015 (“SEBI Listing Regulations”). During the year 20-21,

there here has been no change in the circumstances

aecting their status as Independent Directors of the

Company. Pursuant to Clause VII (1) of Schedule IV of

the Companies Act, 2013 the Independent Directors had

a separate meeting on April 20, 2020.

ANNUAL REPORT 2020 - 21

30 | Directors' Report

During the year under review, the Non-Executive

Directors of the Company had no pecuniary relationship

or transactions with the Company, other than sitting fees,

commission and reimbursement of expenses incurred

by them for the purpose of attending meetings of the

Board/Committee of the Company.

Pursuant to the provisions of section 203 of the

Companies Act, 2013, the Key Managerial Personnel

(KMP) of the Company are Mr. Manoj Raghavan, (CEO &

MD); Mr. Muralidharan H.V, Chief Financial Ofﬁcer (CFO)

and Mr. G Vaidyanathan, General Counsel & Company

Secretary.

7. Directors’ Responsibility Statement

Based on the framework of internal ﬁnancial controls

and compliance systems established and maintained by

the Company, work performed by the internal, statutory

and secretarial auditors and the reviews performed

by Management and the relevant Board Committees,

including the Audit Committee, the Board is of the

opinion that the Company’s internal ﬁnancial controls

were adequate and eective during the ﬁnancial year

2020-21.

Accordingly, pursuant to Section 134(5) of the Companies

Act, 2013, the Board of Directors, to the best of their

knowledge and ability, conﬁrm that:

a. In the preparation of the annual accounts the

applicable accounting standards had been followed

along with proper explanations relating to material

departures.

b. The Directors had selected such accounting policies

and applied them consistently and made judgements

and estimates that are reasonable and prudent so as

to give a true and fair view of our state of aairs at

the end of the ﬁnancial year and of our proﬁt and

loss for that period.

c. The Directors had taken proper and sufﬁcient care,

for the maintenance of adequate accounting records,

in accordance with the provisions of Companies Act

2013, for safeguarding the assets and for preventing

and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on

a going concern basis.

e. The Directors had laid down internal ﬁnancial

controls to be followed by the Company and that

such internal ﬁnancial controls are adequate and

were operating eectively.

f. The Directors have devised proper systems to ensure

compliance with provisions of all applicable laws

and that such systems were adequate and operating

eectively.

8. Particulars on Remuneration

Statement containing particulars of top 10 employees

and the employees drawing remuneration in excess of

limits prescribed under Section 197 (12) of the Act read

with Rule 5(2) and (3) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014

is provided in the Annexure forming part of this report.

In terms of proviso to Section 136(1) of the Act, the

Report and Accounts are being sent to the shareholders

excluding the aforesaid Annexure. The said Statement is

also open for inspection at the Registered Oce of the

Company, up to the date of the ensuing Annual General

Meeting. Any member interested in obtaining a copy of

the same may write to the Company Secretary.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment

& Remuneration of Managerial Personnel) Rules, 2014 are provided as under:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the

ﬁnancial year:

Non-Executive Director Ratio to median remuneration

Mr. N G Subramaniam* -

Mrs. S. Gopinath 19.53

Mr. Sudhakar Rao 16.36

Dr. Anurag Kumar^ (from November 15, 2020) -

Mr. Ankur Verma* -

Prof. M.S. Ananth^ (up to November 15, 2020) -

Executive Directors

Mr. Manoj Raghavan, MD & CEO 53.86

* Being in full time employment with other Tata Company and is not eligible for commission.

^ Since the information is for the part of the year, either current or past the same is not comparable.

Directors' Report | 31

(ii) Percentage increase in the remuneration of the Directors and KMPs for the ﬁnancial year:

Directors, Managing Director & CEO, Chief Financial Ofﬁcer and

Company Secretary

% increase in the remuneration of

Directors/KMP in the Financial year

Mr. N G Subramaniam** -

Mrs. S. Gopinath 41.59%

Mr. Sudhakar Rao 91.43%

Dr. Anurag Kumar^ (from November 15, 2020) -

Mr. Ankur Verma** -

Prof. M.S. Ananth^ (up to November 15, 2020) -

Mr. Manoj Raghavan, MD & CEO^ -

Mr. Muralidharan H.V, CFO 12%

Mr. G Vaidyanathan, Company Secretary 6%

**Being in full time employment with other Tata Company and is not eligible for commission.

^ Since the information is for the part of the year, either current or past, the same is not comparable.

(iii) The percentage increase in the median remuneration

of employees in the ﬁnancial year: 2.4 %

(iv) The number of permanent employees on the rolls of

company: 7,362 (including consultants)

(v) Average percentile increase already made in the

salaries of employees other than the managerial

personnel in the last ﬁnancial year and its comparison

with the percentile increase in the managerial

remuneration and justiﬁcation thereof and point

out if there are any exceptional circumstances for

increase in the managerial remuneration:

The average increase in salaries of employees other

than managerial personnel in 2020-21 was 7.9%.

Percentage increase/(decrease) in the managerial

remuneration for the year was (2.01%).

(vi) The Company hereby afﬁrms that the remuneration

is as per the remuneration policy of the company.

The Board has adopted a Remuneration Policy as

also the Charter for the Nomination & Remuneration

Committee (NRC). The Policy covers the Policy

on remuneration to the Managing Director, Key

Managerial Personnel and other ofﬁcers. The Charter

lays down the Rights, Roles and Responsibilities of

the NRC. A Policy on Board diversity has also been

adopted by the Board. A comprehensive Governance

Guidelines for Board eectiveness has also been

adopted by the Board on the recommendation of

NRC. The Guidelines lay down the following:

  • Composition and Role of the Board (Role of

the Chairman, Directors, size of the Board,

Managing Director, Executive Director, Non-

Executive Directors, Independent Directors,

their term, tenure and directorship)

  • Boardappointment

  • Directors’ Remuneration (Guided by the

Remuneration Policy)

  • SubsidiaryOversight

  • CodeofConduct(ManagingDirector,Executive

Director, Non-Executive Directors, Independent

Directors)

  • Boardeectivenessreview

  • MandateoftheBoardCommittee

The Remuneration Policy and the Charter for NRC

are available at www.tataelxsi.com/NRC-Charter

9. Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

The particulars pursuant to section 134 (m) of the

Companies Act, 2013 and read with Rule 8(3) of the

Companies (Accounts) Rules, 2014, is attached with this

report as Annexure-A.

10. Business Responsibility Report (BRR)

In terms of the Regulation 34(2) (f) of SEBI (Listing

Obligations and Disclosures Requirements) Regulations,

2015 (‘Listing Regulations’) the Business Responsibility

Report forms part of the Annual Report.

11. Risk Management Policy

The Board has adopted a Risk Management Policy

to identify and categorize various risks, implement

measures to minimize impact of these risks where it

is deemed necessary and possible, and a process to

monitor them on a regular basis including to review and

monitor the cyber security measure. More details are

given under Section-6 of Corporate Governance Report.

ANNUAL REPORT 2020 - 21

32 | Directors' Report

12. Corporate Social Responsibility

Corporate Social Responsibility (CSR) Committee has

been constituted for the purposes of recommending and

monitoring the CSR initiatives of the Company.

The Board on the recommendation of CSR Committee

adopted a CSR Policy. The same is available on

Company’s website at www.tataelxsi.com/corporate-

social-responsibility. The CSR objectives are designed to

serve societal, local and national goals in the locations

that we operate in, create a signiﬁcant and sustained

impact on local communities and provide opportunities

for our employees to contribute to these eorts through

volunteering.

The Annual Report on the CSR initiatives undertaken

by the Company as per the Companies (Corporate

Social Responsibilities Policy) Rules, 2014 is annexed

as Annexure-B. The detail of the CSR Committee and

its composition is given in section-7 of the Corporate

Governance Report.

13. Corporate Governance

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing

Obligations & Disclosure Requirements) Regulations,

2015 the Corporate Governance Report, Management

Discussion & Analysis, and the Auditors’ Certiﬁcate

regarding Compliance to Corporate Governance

requirements are part of this Annual Report.

14. Related Party Transactions

All Related Party Transactions that were entered during

the ﬁnancial year were on an arm’s length basis and in

the ordinary course of business and is in compliance

with the applicable provisions of the Act and the Listing

Regulations. There were no materially signiﬁcant Related

Party Transactions made by the Company during the year

that required shareholders’ approval under Regulation

23 of the Listing Regulations.

None of the transactions with related parties fall under

the scope of Section 188(1) of the Act. Accordingly,

the disclosure of related party transactions as required

under Section 134(3)(h) of the Act in Form AOC-2 is not

applicable to the Company for FY 2020-21 and hence

does not form part of this report.

15. Secretarial Audit and Annual Certiﬁcation

Pursuant to the provisions of Section 204 of the

Companies Act, 2013 and The Companies (Appointment

and Remuneration of Managerial Personnel) Rules,

2014, Ms. Jayashree Parthasarathy of M/s Jayashree

Parthasarathy & Co, a Company Secretary-in-Practice,

was appointed to undertake the Secretarial Audit.

The Report of the Secretarial Auditor along with the

certiﬁcate of non-disqualiﬁcation of Directors for the

year ended March 31, 2021 is annexed to the Directors’

Report as Annexure - C.

16. Extract of annual return

In terms of the Companies Act, 2013 as amended, the

Annual Return is available on www.tataelxsi.com/

AnnualReturn

17. Prevention of Sexual Harassment

We have zero tolerance for sexual harassment at

workplace and have adopted a Policy on prevention,

prohibition and redressal of sexual harassment at

workplace in line with the provisions of the Sexual

Harassment of Women at the Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules made

thereunder for prevention and redressal of complaints

under the above Act. 2 (two) complaints were received

by the local Internal Complaints Committee during the

year under review, the same has been redressed to the

satisfaction of the complainant.

18. Vigil Mechanism

Your Company has established a “Vigil Mechanism” for

its employees and Directors, enabling them to report

any concerns of unethical behaviour, suspected fraud or

violation of the Company’s ‘Code of Conduct’.

To this eect, the Board has adopted a ‘Whistle Blower

Policy’ (WBP), which is overseen by the Audit Committee.

The policy interalia provides safeguards against

victimization of the Whistle Blower. Employees and other

stakeholders have direct access to the Chairperson of the

Audit Committee for lodging concerns if any, for review.

The said policy has been posted on our intranet where

all the employees have access. The Company conducts

‘Policies Awareness Campaign’ regularly for its

employees at its various centers, and the WBP features

in these campaigns.

19. Amendment to Articles of Association

The Company with the approval of its members, vide

postal ballot dated October 14, 2020, amended its

Articles of Association by inserting Article 137A and

altering Article 167 with respect to Nomination of

Directors and Chairman respectively, w.e.f. December 01,

2020.

20. Others

There are no loans, guarantees and investments made

by the Company u/s 186 of the Companies Act, 2013

during the year under review. Your Company has neither

accepted nor renewed any deposit during the year under

review.

Directors' Report | 33

There are no material changes and commitments

aecting the Company’s ﬁnancial position between the

end of the ﬁnancial year to which this ﬁnancial statement

relates and the date of this report.

The Unclaimed Dividend in respect to the ﬁnancial year

2013-14 is due for remittance to Investors’ Education &

Protection Fund (IEPF) on August 25, 2021 in terms of

Section 125 of the Companies Act, 2013.

Pursuant to the provisions of Section 124(6) of the

Companies Act, 2013 and Investor Education and

Protection Fund Authority (Accounting, Audit, Transfer

and Refund) Rules, 2016, the Company has during the

year transferred 22,339 equity shares pertaining to those

shareholders who have not claimed their dividend for

7 consecutive years since 2013, to the IEPF account on

December 02, 2020. So far, the Company has transferred

331,109 equity shares to the IEPF account.

21. Auditors

M/s BSR & Co. LLP, Chartered Accountants, the statutory

auditors of the company have been appointed at the

28th Annual General meeting held on July 27, 2017 for

a period of 5 years from the conclusion of 28th Annual

General Meeting up to the conclusion of the 33rd Annual

General meeting to be held in the year 2022.

22. Acknowledgements

Your Directors wish to thank employees, customers,

partners, suppliers, and above all, our shareholders and

investors for their continued support and co-operation.

For and on behalf of the Board

N. G. Subramaniam

Chairman

Bengaluru, April 22, 2021

ANNUAL AFFIRMATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT

The Company has adopted a Code of Conduct for all its employees, including the Managing Director. In addition, the Company

has adopted a Code of Conduct for its Non-Executive Directors, both these codes are available on the Company’s website

(www.tataelxsi.com).

I hereby conﬁrm that all Board members and senior management personnel have armed compliance with the Code of

Conduct applicable to them in respect of the year ended March 31, 2021.

Manoj Raghavan

Managing Director

Bengaluru, April 22, 2021

ANNUAL REPORT 2020 - 21

34 | Annexure to Directors' Report

ANNEXURE “A” TO DIRECTORS’ REPORT

Particulars pursuant to Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

1. Conservation of Energy

We have invested in technology to monitor and control the power consumption of ACs and other related equipment, use

of energy efﬁcient light bulbs, using technology for switching o computer monitors, motion sensors for lighting controls

to conserve energy.

Our emissions and waste generated are well within limits prescribed by the State Pollution Control Board.

As a Tata group company, ensuring an appropriate and conducive ofﬁce environment and employee safety is paramount

to us. We have instituted a comprehensive safety policy and procedures to govern the same. We regularly train employees

and monitor various safety measures to ensure a safe working environment.

Prevention of the wasteful use of natural resources, particularly concerning the emission of greenhouse gases,

consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in

our journey of environmental sustainability. We have embarked on a critical review of all our approaches towards energy

and environmental conservation that will help us identify goals and action plans for the longer term.

2. Technology absorption, adaptation and innovation

Your Company undertakes various learning and development initiatives to build critical organizational capabilities to its

employees. These aim to cross-skill resources across business units on a need basis, training on new methodologies and

developing leadership capabilities at various levels.

These programs also facilitate training and preparing design and engineering teams for upcoming projects in terms of

delivery capability and capacity. The outcomes of these programs also help showcase technology and development

capability to potential customers without violating the conﬁdentiality of work being executed for existing customers in

the same area.

Further, certain programs are focused on creating reusable software components and frameworks which have the potential

to generate future revenue streams through commercialization and licensing.

R&D Activities and Expenditure

During the year, we invested 2.09% of revenue towards in-house R&D projects. We intend to continue investing in

technology IP development, especially those related to automotive, broadcast and communication

Expenditure incurred in the R&D centers and innovation centers during the ﬁnancial year 2020-21 are given below:

i. Capital : Nil

ii. Recurring : ` 39. 00 crores

iii. Total : ` 39.00 crores

iv. Total R & D expenditure as a total percentage of turnover: 2.09%

3. Foreign Exchange earnings and outgo

Export revenue constituted 87% of the total revenue in ﬁnancial year 2020-21

(` In Crores)

Foreign exchange earnings 1,590.14

CIF Value of imports 15.57

Expenditure in foreign currency 511.94

For and on behalf of the Board

N. G. Subramaniam

Bengaluru, April 22, 2021 Chairman

Annual Report on CSR | 35

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

1 Brief Outline on CSR Policy of the Company

Our CSR activities are designed to:

Serve, societal, local and national goals in all the locations where we operate.

Create a signiﬁcant and sustained impact on communities aected by our businesses.

Provide opportunities for Tata Employees to contribute to these eorts through volunteering.

CSR Policy has been adopted and the same is available on the Company’s Website at the following link:

www.tataelxsi.com/corporate-social-responsibility.

2 Composition of CSR Committee

Sl. No. Name of the Director Designation/ Nature of Directorship No. of meetings of CSR Committee

attended During the Year

1 Mr. Sudhakar Rao Chairman, Independent Director Two (2)

2 Mrs. Shyamala Gopinath Member, Independent Director Two (2)

3 Mr. Manoj Raghavan Member, CEO & MD Two (2)

3 Provide the web-link where Composition of CSR committee, CSR Policy and CSR Projects approved by the Board are

disclosed on the website of the Company : www.tataelxsi.com/corporate-social-responsibility.

4 Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies

(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) : Not Applicable

5 Details of the amount available for set o in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social

responsibility Policy) Rules, 2014 and amount required for set o for the ﬁnancial year, if any

Sl. No. Financial Year Amount available for set-o from

preceding ﬁnancial years (in `)

Amount required to be set- o for the

ﬁnancial year, if any (in `)

Nil Nil

6 Average net proﬁt of the Company as per section 135(5) : ` 30,527.50 lakhs

7 (a) Two percent of average net proﬁt of the company as per section 135(5) : ` 610.55 lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous ﬁnancial years : Nil

(d) Total CSR Obligation for the ﬁnancial year (7a+7b+7c). : ` 610.55 lakhs

8 (a) CSR amount spent or unspent for the ﬁnancial year:

Total Amount

spent for the

Financial Year

(in `)

Amount Unspent (in `)

Total Amount transferred to Unspent

CSR Account as per section 135(6).

Amount Transferred to any fund speciﬁed under

Schedule VII as per second proviso to section 135(5)

Amount Date of transfer Name of the

fund

Amount Date of Transfer

402.45 lakhs 208.10 lakhs 28-04-2021 -

ANNEXURE “B” TO THE DIRECTORS’ REPORT

ANNUAL REPORT 2020 - 21

36 | Annual Report on CSR

(b) Details of CSR amount spent against ongoing projects for the ﬁnancial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)

Sl.

Name of the project Item from the list of

activities in Schedule

VII to the Act.

Local

area

(Yes/

No).

Location of the

project.

Project

duration

Amount

allocated

for the

project

(in `).

Amount

spent

in the

current

ﬁnancial

Year

(in `).

Amount

transferred to

Unspent CSR

Account for

the project as

per Sec 135(6)

(in `).

Mode of

Implementation

- (Direct) (Yes/

No)

Mode of

Implementation -

Through Implementing

Agency

State District Name CSR

Registration

Number

1 Setting up a lab for the new M

Tech – AI batch (` 184.5 Lakhs for

two years)

Education /

Contribution to public

funded universities

Yes Karnataka Bangalore 24

months

184.50 Nil 108.50 lakhs Yes Indian

Institute

Science

Registration in

progress

2 Supporting research in cyber

security, functional safety

for automotives and next

gen. communication network

architecture (` 200 Lakhs for two

years).

Contribution to public

funded universities/

Contribution

to research &

development projects

Yes Tamil

Nadu

Chennai 24

months

200.00 Nil 99.60 lakhs Yes IIT,

Chennai

CSR00004320

Total 208.10 lakhs

(1) (2) (3) (4) (5) (6) (7) (8)

Sl.

Name of the project Item from the list of

activities in Schedule

VII to the Act.

Local area

(Yes/ No)

Location of the Project Amount

spent

for the

project

(in `).

Mode of

implementation

- Direct (Yes/

No).

Mode of Implementation - Through

Implementing Agency

State District Name CSR

Registration

Number

1 Supply of daily meals to

migrant workers through Taj

Hotels

Disaster relief

(COVID 19)

Yes Maharastra Mumbai 10 lakhs Yes Taj Public Service

Welfare Trust

CSR00000540

2 Supply of PPE, sanitizers, etc.

to Sassoon Hospital

Disaster relief

(COVID 19)

Yes Maharastra Pune 25 lakhs Yes Sumant Moolgaokar

Development Foundation

Registration in

progress

3 Supply of daily meals to the

medical and support sta of

Victoria Hospital through Taj

Hotels

Disaster relief

(COVID 19)

Yes Karnataka Bangalore 20 lakhs Yes Taj Public Service

Welfare Trust

CSR00000540

4 Supply of a Tata Winger

vehicle to Bangalore Baptist

Hospital for the Mobile Clinic

to ensure safety of medical

professionals

Promoting healthcare Yes Karnataka Bangalore 10 lakhs Yes Bangalore Baptist

Hospital

CSR00005121

5 Supply of PPE, sanitizers,

etc. to Bangalore Baptist

Hospital

Disaster relief

(COVID 19)

Yes Karnataka Bangalore 25 lakhs Yes Bangalore Baptist

Hospital

CSR00005121

6 Ration for 1000 school-going

children for one month

Disaster relief

(COVID 19)

Yes Karnataka Bangalore 20 lakhs Yes Samarthanam Trust CSR00000063

7 Sponsoring PPE, sanitizers,

etc. for TVM General Hospital

Disaster relief

(COVID 19)

Yes Kerala Trivandrum 20 lakhs Yes Trivandrum General

Hospital

8 For augmenting patient care

facilities at Govt Medical

College for COVID 19

Disaster relief

(COVID 19)

Yes Kerala Trivandrum 17 lakhs Yes Government Medical

College, Trivandrum

CSR00007241

9 Masks, sanitizers and mineral

water for TVM Police Force

Disaster relief

(COVID 19)

Yes Kerala Trivandrum 0.9 lakh Yes Trivandrum Police Force

Sponsoring PPE, sanitizers,

etc. for Adyar Cancer Hospital

Disaster relief

(COVID 19)

Yes Tamil Nadu Chennai 35 lakhs Yes Adyar Cancer Hospital,

Chennai

CSR00007235

11 Providing ﬁnancial assistance

to critically ill needy patients.

Promoting healthcare Yes Kerala Trivandrum 79.55

lakhs

Yes Sree Chitra Tirunal

Institute for Medical

Science & Technology

(SCTIMST), Trivandrum

CSR00005589

12 Running clinics at a large

slum and providing Mobile

Clinic services

Promoting healthcare Yes Karnataka Bangalore 40 lakhs Yes Bangalore Baptist

Hospital

CSR00005121

Annual Report on CSR | 37

(1) (2) (3) (4) (5) (6) (7) (8)

Sl.

Name of the project Item from the list of

activities in Schedule

VII to the Act.

Local area

(Yes/ No)

Location of the Project Amount

spent

for the

project

(in `).

Mode of

implementation

- Direct (Yes/

No).

Mode of Implementation - Through

Implementing Agency

State District Name CSR

Registration

Number

13 Medicine for the inmates at

the hospice

Promoting healthcare Yes Karnataka Bangalore 5 lakhs Yes Karunashraya CSR00002889

14 Sponsoring 60 patient beds

and one ventilator for the

upcoming Advanced Trauma

Care Centre.

Promoting healthcare Yes Tamil Nadu Vellore 39 lakhs Yes Christian Medical

College, Vellore

CSR00001924

15 Education for 10 orphan

children for one year

Promoting education Yes Karnataka Bangalore 6 lakhs Yes Vishranti Trust,

Bangalore

CSR00006482

16 Sponsoring education and

vocational training for

spastic children

Promoting education

for the dierently

abled

Yes Karnataka Bangalore 10 lakhs Yes Ramana Sunritya Aalaya

(RASA), Bangalore

CSR00004975

17 Sponsoring education and

vocational training for

spastic children

Promoting education

for the dierently

abled

Yes Tamil Nadu Chennai 10 lakhs Yes Ramana Sunritya Aalaya

(RASA), Chennai

CSR00004975

Total 372.45

lakhs

(d) Amount spent in Administrative Overheads ` 30.00 lakhs

(e) Amount spent on Impact Assessment, if applicable -

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) ` 610.55 lakhs

Excess amount for set o, if Any

Sl. No. Particulars Amount (in `)

(i) Two percent of average net proﬁt of the company as per section 135(5) 610.55 lakhs

(ii) Total amount spent for the Financial Year 610.55 lakhs

(iii) Excess amount spent for the ﬁnancial year [(ii)-(i)] -

(iv) Surplus arising out of the CSR projects or programmes or activities of the previous

ﬁnancial years, if any

(v) Amount available for set o in succeeding ﬁnancial years [(iii)-(iv)] -

9 (a) Details of Unspent CSR amount for the preceding three ﬁnancial years: NIL

(b) Details of CSR amount spent in the ﬁnancial year for ongoing projects of the preceding ﬁnancial year(s):

Sl.

Project ID. Name of the Project. Financial

Year in

which the

project was

commenced

Project

Duration

Total

Amount

allocated

for the

project

(in `)

Amount

spent on

the project

in the

reporting

Financial

Year (in `).

Cumulative

amount

spent at

the end of

reporting

Financial

Year. (in `)

Status

of the

project -

Completed/

Ongoing

1 Education Setting up a lab for the new M Tech

– AI batch (Balance of ` 184.5 Lakhs

sought for two years)

2019-20 2 years 184.50 lakhs Nil 76.00 lakhs ongoing

2 Education Supporting research in cyber security,

functional safety for automotives and

next gen. communication network

architecture (Balance of ` 200 Lakhs

sought for two years).

2019-20 2 years 200.00

lakhs

Nil 100.40 lakhs ongoing

Total 384.50

lakhs

176.40

lakhs

ANNUAL REPORT 2020 - 21

38 | Annual Report on CSR

10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through

CSR spent in the ﬁnancial year

(asset wise details) Not Applicable

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquistion of capital asset

(c ) Details of the entity or public authority or beneﬁciary under whose name such capital asset is registered, their address

etc. -

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital

asset).

11 Specify the reason(s), if the company has failed to spend two per cent of the average net proﬁt as per section 135(5).

Not Applicable

Manoj Raghavan Sudhakar Rao Muralidharan H.V

Managing Director Chairman, CSR Committee Chief Financial Ocer

Secretarial Audit Report | 39

TO THE MEMBERS OF TATA ELXSI LIMITED

We have conducted the secretarial audit of the compliance

of applicable statutory provisions and the adherence to good

corporate practices by Tata Elxsi Limited, (hereinafter called

the Company) Secretarial Audit was conducted in a manner

that provided us a reasonable basis for evaluating the

corporate conducts/statutory compliances and expressing

my opinion thereon.

Based on our veriﬁcation of the Company’s books, papers,

minute books, forms and returns ﬁled and other records

maintained by the company and also the information

provided by the company, its ocers, agents and authorized

representatives during the conduct of secretarial audit and

as per the explanations and clariﬁcations given to us and the

representations made by the Management, and consideration

of the relaxations granted by the Ministry of Corporate Aairs,

and Securities and Exchange Board of India warranted due to

the COVID 19 pandemic, We, hereby report that in our opinion,

the Company has, during the audit period covering the

ﬁnancial year ended on 31st March, 2021 generally complied

with the statutory provisions listed hereunder and also that

the Company has proper Board processes and compliance

mechanism in place to the extent, in the manner and subject

to the reporting made hereinafter:

We have examined the books, papers, minutes’ books, forms

and returns ﬁled and other records made available to us and

maintained by Tata Elxsi Limited for the ﬁnancial year ended

on 31st March, 2021 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made

there under;

(ii) The Securities Contracts (Regulations) Act, 1956 (‘SCRA’)

and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-

laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules

and regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment

and External commercial Borrowings;

(v) The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 (“SEBI Act”): -

(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(b) The Securities and Exchange Board of India

(Prohibition of Insiders Trading) Regulations, 2015

Capital and Disclosure Requirements) Regulations,

2018;

(d) The Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 and amendments from time to

time.

(vi) Other Laws as informed and certiﬁed by the management

of the company which are speciﬁcally applicable to the

company based on their sector/industry are:

(a) The Information Technology Act, 2000 and the

Rules made thereunder.

(b) Policy relating to the Software Technology Park of

India and its regulations

(d) The Patents Act, 1970

(e) The Trade Marks Act, 1999

(f) The Special Economic Zone Act 2005 & the rules

made thereunder.

(vii) Other Laws:

(a) The Shops and Establishment Act, 1953

(b) The Water (Prevention and Control of Pollution) Act,

1974 & Rules there under

(Prevention, Prohibition & Redressal) Act, 2013

(d) The Payment of Bonus Act, 1965

(e) The Payment of Gratuity Act, 1972

(f) The Employees Provident Funds and Miscellaneous

Provisions Act, 1952

(g) The Contract Labour (Regulations & Abolition) Act,

1970

ANNEXURE “C” TO THE DIRECTORS’ REPORT

FORM NO. MR - 3

SECRETARIAL AUDIT REPORT

For the ﬁnancial year ended 31st March, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ANNUAL REPORT 2020 - 21

40 | Secretarial Audit Report

We have also examined compliance with the applicable

clauses of the following:

i. Secretarial Standards of The Institute of Company

Secretary of India with respect to Board and General

meeting

ii. SEBI (Listing Obligation and Disclosure Requirements)

Regulations 2015.

During the period under review and as per the explanation

and clariﬁcations given to us and the representations made

by the Management, the Company has generally complied

with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the

composition of the Board of Directors that took place during

the period under review were carried out in compliance with

the provision of the Act.

Adequate notice was given to all Directors at least seven days

in advance to schedule the Board and Committee Meetings.

Agenda and detailed notes on agenda were sent in advance,

and a system exists for seeking and obtaining further

information and clariﬁcations on the agenda items before the

meeting and for meaningful participation at the meeting.

As per the Minutes, all the decisions at the Board meeting

and committee meeting are carried out unanimously.

We further report that based on the Compliance mechanism

established by the Company, and the explanations given to us

and the representations made by the Management and relied

upon by us, we are of the opinion that there are adequate

systems and processes in the company commensurate with

the size and operations of the company to monitor and

ensure compliance with applicable laws, rules, regulations

and guidelines.

We further report that during the review period, no major

events which had bearing on the Company’s aairs in

pursuance of the above referred laws rules, regulations,

guidelines standards etc. have taken place, other than:

The Company has amended its Articles of Association by

Special Resolution through Postal Ballot by insertion of New

Clause as Article 137A & the substitution of Article 167 of the

Articles of Association of the Company pursuant to section 14

of the Companies Act 2013, MCA Circular No. 14/2020 dated

April 8, 2020; 17/2020 dated April 13, 2020; and 33/2020

dated September 28, 2020 The proposed amendment

legislates the right to Tata Sons to nominate directors and

Chairperson of the Board of the Company

For Jayashree Parthasarathy & Co

Company Secretaries

Jayashree Parthasarathy

Place: Bangalore FCS No 4610; CP NO. 1988

Date: 22/04/2021 UDIN F004610C000159105

Note: This report is to be read with our letter of even date

which is annexed as Annexure A and forms an integral part

of this report

ANNEXURE: A

TO THE MEMBERS OF TATA ELXSI LIMITED

Our report on even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of

the management of the Company. Our responsibility is to

express an opinion on their secretarial records based on

my Audit.

2. We have followed the audit practices and processes as

were appropriate to obtain reasonable assurance about

the correctness of the contents of the Secretarial records.

The veriﬁcation was done on the random test basis

to ensure that correct facts are reﬂected in secretarial

records. We believe that the processes and practices

followed provide a reasonable basis for my opinion.

3. The correctness and appropriateness of the ﬁnancial

records and Books of accounts of the company have not

been veriﬁed.

4. Wherever required, we have obtained the Management

representation about the compliances of laws, Rules,

Regulations and happening of events etc.

5. The compliance of the provisions of corporate and other

applicable laws, rules, regulations, standards is the

responsibility of the management. Our examination is

limited to veriﬁcation of procedure on random test basis.

6. The Secretarial Audit is neither an assurance as to

future viability of the Company nor of the ecacy or

eectiveness with which the management has conducted

the aairs of the Company.

For Jayashree Parthasarathy & Co

Company Secretaries

Jayashree Parthasarathy

Place: Bangalore FCS No 4610; CP NO. 1988

Date: 22/04/2021 UDIN F004610C000159105

Secretarial Audit Report | 41

CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015]

To the Members,

Tata Elxsi Limited

ITBP Road, Whiteﬁeld,

Bangalore 560048

We have examined the following documents:

1. Declaration of non-disqualiﬁcation as required under section 164 of the companies Act 2013,

2. Disclosure of concern of interest as required under section 184 of the Act. (hereinafter referred to as relevant documents)

as received from the Directors of Tata Elxsi limited bearing CIN-L85110KA1989PLC009968, having its registered oce at ITBP

Road, Whiteﬁeld, Bangalore 560068 (herein after referred to as ‘the Company’), and the relevant registers, records, forms,

and returns maintained by the Company and made available to us by the Company for the purpose of issuing this certiﬁcate

in accordance with regulation 34(3) read with schedule V Part C Clause 10(i) of the Securities and Exchange Board of India

(Listing Obligations and Disclosure requirements) Regulations 2015.

Based on the examination as aforesaid, and such other veriﬁcation carried out by us as deemed necessary and adequate

(including Director Identiﬁcation Number(DIN) status of the respective directors at the portal www.mca.gov.in in our opinion

and best of our belief, information and knowledge and according to the explanations provided by the Company its ocers and

authorised representatives and written representation made by the respective directors, we hereby certify that none of the

Directors on the board of the Company as stated below for the ﬁnancial year ending on 31st March 2021 have been debarred

or disqualiﬁed from being appointed or continuing as the director of the Company by the Securities and Exchange Board of

India, Ministry of Corporate Aairs or any such other statutory authority.

Sl. No. Name of the Director DIN Date of appointment Date of cessation

1 Sudhakara Rao 00267211 01/08/2016 ---

2 Ananth Madaboosi Santhanam 00482391 04/01/2016 15/11/2020

3 Shymala Gopinath 02362921 18/08/2011 ---

4 Ganapathy Subramaniam Natarajan 07006215 01/11/2014 ---

5 Ankur Verma 07972892 01/08/2018 ---

6 Manoj Raghavan 08458315 02/10/2019 ---

7 Anurag Kumar 03403112 15/11/2020 ---

Ensuring the eligibility for the appointment/ continuity as the director of the board is the responsibility of the management of

the Company. Our responsibility is to express an opinion based on our veriﬁcation and representation made by the respective

directors.

This Certiﬁcate is neither an assurance as to the future viability of the Company nor the eciency or eectiveness with which

the management has conducted the aairs of the Company.

For Jayashree Parthasarathy & Co

Company Secretaries

Jayashree Parthasarathy

Place: Bangalore FCS No 4610; CP NO. 1988

Date: 22/04/2021 UDIN F004610C000159105

ANNUAL REPORT 2020 - 21

42 | Business Reponsibility Report

SECTION A: GENERAL INFORMATION ABOUT THE

COMPANY

1. Corporate Identity Number (CIN) of the Company:

L85110KA1989PLC009968

2. Name of the Company: Tata Elxsi Limited

3. Registered address: ITPB Road, Whiteﬁeld, Bengaluru

560048, India

4. Website: www.tataelxsi.com

5. E-mail Id: investors@tataelxsi.com

6. Financial Year reported: April 1, 2020 to March 31, 2021

7. Sector(s) that the Company is engaged in (industrial

activity code-wise): 620

8. List three key products/services that the Company

manufactures/provides (as in balance sheet):

s SOFTWARE DEVELOPMENT & SERVICES

o Technology consulting, new product design,

development, and testing services

o Consumer Insights & Strategy, Visual Design

& Branding, Product & Packaging design, User

Experience design, Service Experience design &

Transportation design

o High-end content and 3D Animation services

s SYSTEMS INTEGRATION & SUPPORT

o Implement and integrate complete systems and

solutions for High-Performance Computing,

CAD/CAM/ CAE/PLM, Broadcast, Virtual

Reality, Storage, and Disaster Recovery

o Professional Services for maintenance and

support of IT infrastructure in India and overseas

9. Total number of locations where business activity is

undertaken by the Company

a) Number of International Locations (Provide details

of major 5): Sales operations are in fourteen

international locations including France, Germany,

Japan, UAE, UK, and USA.

b) Number of National Locations: The Company is

headquartered in Bengaluru, and operates through

twelve design and development centers and six

sales ofﬁces.

10. Markets served by the Company – The Company delivers

design and engineering services, catering to both

national and international markets.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital (INR): 6,227.64 Lakhs

2. Total Turnover (INR): 1,86,592.49 Lakhs

3. Total proﬁt after taxes (INR): 36,812.19 Lakhs

4. Total Spending on Corporate Social Responsibility(CSR)

as percentage of proﬁt after tax (%): Two (2)

5. List of activities in which expenditure in 4 above has

been incurred:

Description Project Outlay

(in `)

Shiksha, Niramay and Disaster Relief* 610.55 Lakhs

*Please refer to the CSR Report included as Annexure “B” to the

Directors’ Report of this Annual Report

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/

Companies? No.

2. Do the Subsidiary Company/Companies participate in

the BR Initiatives of the parent company? If yes, then

indicate the number of such subsidiary company(s): Not

Applicable.

3. Do any other entity/entities (e.g. suppliers, distributors

etc.) that the Company does business with; participate

in the BR initiatives of the Company? If yes, then indicate

the percentage of such entity/entities? [Less than 30%,

30-60%, More than 60%]: No.

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR

a) Details of the Director/Director responsible for

implementation of the BR policy/ policies

1. DIN Number: 08458315

2. Name: Mr. Manoj Raghavan

3. Designation: Managing Director & Chief

Executive Ofﬁcer

b) Details of the BR head

No. Particulars Details

1 DIN Number (if applicable) -

2 Name Dr. Sajiv Madhavan

3 Designation Joint General Manager

4 Telephone number +91 80 2297 9302

5 E-mail Id sajiv@tataelxsi.co.in

BUSINESS RESPONSIBILITY REPORT

Regulations 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Business Reponsibility Report | 43

2. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance (Reply in Y/N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

1 Do you have policy/ policies for...? Y Y Y Y Y Y Y Y Y

2 Has the policy being formulated in consultation with the

relevant stakeholders?

Y Y Y Y Y Y Y Y Y

3 Does the policy conform to any national / international

standards? If yes, specify? (50 words)*

Y Y Y Y Y Y Y Y Y

4 Has the policy being approved by the Board? Is yes, has

it been signed by MD/ owner/ CEO/ appropriate Board

Director?

Y Y Y Y Y Y Y Y Y

5 Does the company have a speciﬁed committee of the

Board/ Director/ Ofﬁcial to oversee the implementation

of the policy?

Y Y Y Y Y Y Y Y Y

6 Indicate the link for the policy to be viewed online?

(http://www.tataelxsi.com/attachment/TATA-ELXSI-

code-of-conduct. pdf)

Y Y Y Y Y Y Y Y Y

7 Has the policy been formally communicated to all

relevant internal and external stakeholders?

Y Y Y Y Y Y Y Y Y

8 Does the company have in-house structure to implement

the policy/ policies?

Y Y Y Y Y Y Y Y Y

9 Does the Company have a grievance redressal

mechanism related to the policy/ policies to address

stakeholders’ grievances related to the policy/ policies?

Y Y Y Y Y Y Y Y Y

10 Has the company carried out independent audit/

evaluation of the working of this policy by an internal

or external agency?

Y Y Y Y Y Y Y Y Y

*Our BRR is formulated based on NVG guidelines on Social, Environmental and Economic Responsibilities of Business.

Tata Code of Conduct (TCoC) and CSR policy is approved by the Board of Directors and is monitored by the Managing

Director.

The policies are accessible to the employees always and are available on the intranet. The policies that are relevant

to other stakeholders are communicated to them, time-to-time.

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance

of the Company.

Annually

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How

frequently it is published?

The Company’s Business Responsibility Report is a part of the Annual Report. It is also hosted on the company’s

website – www.tataelxsi.com/Business-Responsibilty-Report

ANNUAL REPORT 2020 - 21

44 | Business Reponsibility Report

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1

1. Does the policy relating to ethics, bribery and corruption

cover only the company? Yes/ No. Does it extend to

the Group/JointVentures/Suppliers/Contractors/NGOs/

Others?

The Tata Code of Conduct that the Company has adopted

is applicable to its employees, business partners and

suppliers.

2. How many stakeholder complaints have been received

in the past ﬁnancial year and what percentage was

satisfactorily resolved by the management? If so, provide

details thereof, in about 50 words or so.

No concerns/complaints were received relating to ethics,

bribery and corruption from any of our stakeholders

during 2020-21.

Principle 2

1. List up to 3 of your products or services whose design

has incorporated social or environmental concerns, risks

and/or opportunities.

a) Product Design: We won this year’s iF Design Award,

a world-renowned award for design excellence.

Tata Elxsi won this award for its innovative and

exceptional design concept for Mixed Reality (MR)

Based Smart Assistive Wearable Devices. These

devices have been designed by the company to

help people with special needs such as Autism or

Alzheimer’s to deal with social situations, which

they might otherwise ﬁnd dicult. The system is

deliberately discreet and the clever use of audio

ensures others in the environment are less aware

of the support being provided. For example, the

device may help people recognise a person whose

name they may have forgotten, or support the

individual in stressful situations by playing music or

pre-recorded calming phrases. The devices employ

Mixed Reality by taking information from input

devices like discrete wearable cameras driving facial

and environment recognition and microphones then

feeding back to the user using earphones / ear buds

and sound collars. These devices in turn help users

to participate in social interactions by giving them

subtle guides in the form of audio cues.

b) Social Concerns: We provide integrated design and

engineering, digital and connected health, regulatory

compliance for our customers. We have helped

develop an integrated point-of-care diagnostic

device for Malaria and Sickle cell detection. This Lab-

in-a-Box diagnostic device can diagnose malaria

and sickle cell disease in just minutes, more quickly

and aordably as compared to other point-of-care

diagnostic on the market today. This is a multi-

disease diagnostic platform, and is being developed

for thalassemia and Covid-19 too in addition to sickle

cell disease and malaria.

c) Sustainable Transport: We work with our customers

to realize their vision of future mobility by providing

engineering services for connected, autonomous

and electric vehicles of the future. This is done by

means of our product and design engineering, test

and validation and vehicle program management.

d) Reduction of Carbon Emission: We carry out

research based on technology and trends on behalf

of the customers that help in ﬁnding solutions for

reduced carbon emission. One of our invention for

which patent application has been ﬁled is on thermal

management systems that proposes a simple,

light-weight and cost-eective cooling mechanism

employing a telescopic duct for precise and

localized control of battery operation parameters

for individual battery cells and can be use in hybrid

vehicles. Another patent application that has been

ﬁled is for a battery management system (BMS)

that involves a customized switching circuitry,

intelligently operated using a charging command

system to ensure that the batteries always operate

within their desired upper and lower state-of-charge

(SOC) limits for optimal battery health, and at the

same time, ensuring seamless connectivity with

a USB host thereby ensuring that the tests can go

on uninterrupted. The charging command system

operates in a feedback loop, collecting the present

state-of-charge from the mobile devices, and by

moderating the charging current to cause a slow

discharging or a slow charging of the batteries as

needed. This feature prolongs life of batteries, and

can be deployed in medical and IoT devices.

2. For each such product, provide the following details in

respect of resource use (energy, water, raw material etc.)

per unit of product (optional):

(a) Reduction during sourcing/production/distribution

achieved since the previous year throughout the

value chain?

(b) Reduction during usage by consumers (energy,

water) has been achieved since the previous year?

We work with our customers in developing these

products and we function as an enabler for designing

products that fulﬁll social or environmental concerns.

Hence, we are not able to directly measure the

resource use.

Business Reponsibility Report | 45

3. Does the company have procedures in place for

sustainable sourcing (including transportation)?

(a) If yes, what percentage of your inputs was sourced

sustainably? Also, provide details thereof, in about

50 words or so.

The company emphasizes on sustainable

procurement practices as much as possible. Suppliers

are selected based on Tata Code of Conduct and

are constantly evaluated against the same. All our

suppliers conform to our norms on Code of Conduct,

safety, ethics and other good practices.

4. Has the company taken any steps to procure goods

and services from local & small producers, including

communities surrounding their place of work?

(a) If yes, what steps have been taken to improve their

capacity and capability of local and small vendors?

The Company engages with multiple suppliers, local

and international. Preference is always given to

local suppliers. Proximity to the Company’s location

is one signiﬁcant consideration for selection of

suppliers. We also consolidate our imports from

various ports to optimize on transport. Preference is

given to MSME vendors. The Company also employs

local service providers for housekeeping, security,

gardening, maintenance and transport.

5. Does the company have a mechanism to recycle products

and waste? If yes, what is the percentage of recycling of

products and waste (separately as <5%, 5-10%, >10%).

Also, provide details thereof, in about 50 words or so.

The Company has in place policies and guidelines to set

a direction that addresses environmental protection. The

company has systems and processes that take measures

in upkeeping the environment and our speciﬁc actions

include recharging ground water using rainwater, and

efﬂuent treatment and re-use of treated water for

gardening. Our e-waste recycling process takes care of

computers, monitors, computer accessories and other

electronic ofﬁce equipments and specialized agencies

are hired to carry out the e-waste disposal. We encourage

reduced use of printing papers and thus reduce the use

of paper, wherever feasible. Our resource usage and

processes enable optimal use of equipments and sharing

or transferring of equipments based on their needs and

utility.

Principle 3

1. Please indicate the Total number of employees: 7362

2. Please indicate the Total number of employees hired on

temporary/contractual/casual basis: 367 consultants

3. Please indicate the Number of permanent women

employees: 2382

4. Please indicate the Number of permanent employees

with disabilities: 8

5. Do you have an employee association that is recognized

by management? No

6. What percentage of your permanent employees is

members of this recognized employee association? Not

applicable

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in

the last ﬁnancial year and pending, as on the end of the ﬁnancial year.

No. Category No. of complaints ﬁled during

the ﬁnancial year

No. of complaints pending as

on end of the ﬁnancial year

1 Child labour/forced labour/involuntary

labour

The company does not employ child labour. There were no

complaints relating to child labor, forced labor and involuntary labor

2 Sexual harassment 02 Nil

3 Discriminatory employment Nil Nil

8. What percentage of your undermentioned employees were given safety & skill up- gradation training in the last year?

(a) Permanent Employees - 73%

(b) Permanent Women Employees – 80%

(d) Employees with Disabilities – Safety and skill upgradation training is an ongoing process in the company. This data is

not separately maintained.

ANNUAL REPORT 2020 - 21

46 | Business Reponsibility Report

Principle 4

1. Has the company mapped its internal and external

stakeholders?

Yes. The Company has mapped its stakeholders and they

include, but are not limited to, shareholders, employees,

customers, business partners, suppliers, and the wider

communities that we serve.

2. Out of the above, has the company identiﬁed

the disadvantaged, vulnerable & marginalized

stakeholders?

The Company is an equal opportunity employer. It has

policies instituted to prevent sexual harassment, aid

safety of employees, mandate travel guidelines for women

employees, obtain the voice of employees’ opinions

and grievances through employee touch base, periodic

employee satisfaction surveys and code of conduct.

3. Are there any special initiatives taken by the company

to engage with the disadvantaged, vulnerable and

marginalized stakeholders? If so, provide details

thereof, in about 50 words or so.

The Company engages with each of its stakeholders

through multiple channels and includes engagement

initiatives, feedback process, Code of Conduct brieﬁngs

and investor meetings. Our CSR initiatives engage the

disadvantaged, vulnerable and marginalized by promoting

healthcare, socio-economic development and education.

Principle 5

1. Does the policy of the company on human rights

cover only the company or extend to the Group/ Joint

Ventures/ Suppliers/ Contractors/ NGOs/Others?

The Company’s TCoC covers its employees, contractors

and extends to its suppliers.

2. How many stakeholder complaints have been received

in the past ﬁnancial year and what percent was

satisfactorily resolved by the management?

Our processes enable our stakeholders to voice their

grievances and complaints. Dedicated emails are

instituted and communicated to each of our stakeholders.

Helpdesks are made available to our employees and

SLAs put in place for timely closure. During this period,

we have received 11 complaints from our investors and

8 complaints stand resolved as on March 31, 2021. There

were no other complaints from any other stakeholders.

Principle 6

1. Does the policy related to Principle 6 cover only the

company or extends to the Group/ Joint Ventures/

Suppliers/ Contractors/ NGOs/ others?

The Company’s Code of Conduct applies to its business

partners, contractors and suppliers.

2. Does the company have strategies/ initiatives to

address global environmental issues such as climate

change, global warming, etc.? Y/N. If yes, please give

hyperlink for webpage etc.

The Company strives for environmental sustainability

and complies with all applicable laws and regulations,

in all its services. It also seeks to prevent the wasteful

use of natural resources and is committed to improving

the environment, particularly about the emission of

greenhouse gases, consumption of water and energy,

and the management of waste and hazardous materials.

The company’s Occupational Health and Safety

Management System complies with the requirements of

ISO 45001:2018. Towards this, eective from November

20, 2019, our facility in Trivandrum Development

Center is certiﬁed. All procurement of materials that

are hazardous to human or environment (E.g. Fuel,

Batteries) are tagged suitably, and are handled with due

safety precautions, from receiving until the end of their

life cycle.

A few examples of our other initiatives on deployment

of mass transport for our employees by getting into an

arrangement with Bengaluru Metropolitan Transport

Corporation for buses, procurement of star rated electric

and electronic equipments and tree plantations inside

and outside our premises. In our development process,

our initiatives include adopting India Mark Design,

mechanical and electronic design of electric/ hybrid

vehicle and building RoHS compliance.

3. Does the company identify and assess potential

environmental risks?

Yes, Tata Elxsi Occupational Health and Safety

Management System (in line with Clause 6.1.2 of ISO

45001:2018, Hazard Identiﬁcation and Assessment of

Risks) identiﬁes potential risks (including environmental

risk) and manages the same. The risks and their

management is detailed in the Risk Register. Having said

that, the nature of our business does not entail assets and/

or processes with signiﬁcant environmental footprints.

Our other ongoing initiatives on energy, emissions and

waste are outlined in question 5 below. Our nature of

work requires us to operate in workstations and hence

ofﬁce environment and safety is paramount to us. We

have instituted safety policy and procedures to govern

the same. We regularly train employees and monitor

these to overcome hazards and threats. We take the help

of external agencies to provide us with guidance for the

upkeep of our process to industry standards.

Business Reponsibility Report | 47

4. Does the company have any project related to Clean

Development Mechanism? If so, provide details thereof,

in about 50 words or so. Also, if yes, whether any

environmental compliance report is ﬁled?

This is not applicable.

5. Has the company undertaken any other initiatives on –

clean technology, energy efﬁciency, renewable energy,

etc.? Y/N. If yes, please give hyperlink for web page etc.

We are in a knowledge intensive industry, and do not

operate industrial machinery, production facilities, or

other such energy intensive operations. However, as a

responsible corporate citizen, we continue to pursue and

adopt appropriate energy conservation measures.

Active measures taken by us towards energy conservation

and carbon footprint reduction include using technology

to monitor and control the power consumption of air

conditioning and other related equipment, use of energy

efﬁcient light bulbs, using technology for switching o

computer monitors, motion sensors for lighting controls,

etc.

We undertake regular reviews of energy requirements

and consumption patterns, with action plans for eective

utilization of power, during peak and non-peak seasons.

We also undertake continuing education and awareness

programmes among all employees on energy

conservation measures that can be adopted at individual

levels, to help conserve power and energy.

6. Are the Emissions/Waste generated by the Company

within the permissible limits given by CPCB/ SPCB for

the ﬁnancial year being reported?

Yes, the emissions and waste generated by the Company

are within the limits prescribed by Pollution Control

Board.

7. Number of show cause/ legal notices received from

CPCB/SPCB which is pending (i.e. not resolved to

satisfaction) as on end of Financial Year.

None

Principle 7

1. Is your company a member of any trade and chamber

or association? If Yes, Name only those major ones that

your business deals with:

The Company is not a member of any trade and chamber

or association.

2. Have you advocated/lobbied through above

associations for the advancement or improvement of

public good? Yes/No; if yes specify the broad areas

(drop box: Governance and Administration, Economic

Reforms, Inclusive Development Policies, Energy

security, Water, Food Security, Sustainable Business

Principles, Others)

Principle 8

1. Does the company have speciﬁed programmes/

initiatives/projects in pursuit of the policy related to

Principle 8? If yes details thereof.

We have constituted a CSR committee for the purposes

of recommending and monitoring the CSR initiatives of

the Company. The Board on the recommendation of CSR

Committee adopted a CSR Policy. The CSR objectives

are designed to serve societal, local and national goals

in the locations that we operate in, create a signiﬁcant

and sustained impact on local communities and provide

opportunities for our employees to contribute to these

eorts through volunteering.

Since the last ﬁve years, our ﬂagship programmes have

been Shiksha and Niramay. Tata Elxsi thrives on cutting

edge technology. Therefore, the natural urge to empower

young minds in our communities with knowledge,

to prepare them for a bright future, by creating the

necessary facilities. One signiﬁcant part of our business

is associated with the ﬁeld of Healthcare and patients.

Niramay came out of the necessity of making critical

healthcare available to the needy. Our Shiksha program

today beneﬁts 145 students in various stages of

education (Primary school to PhD programs) including

30 girl students from backward communities, 10 orphans

and 60 spastics students. Our Niramay program helps

the needy by providing ﬁnancial support for life-saving

treatments, extending quality medical care in slums and

palliative care for the terminally ill. We have touched

the lives of 9,000+ patients across the country through

Niramay.

CMC Vellore approached us for a one-time grant to help

them set up the new Advanced Trauma Care Centre. We

sponsored 60 patient beds and one ventilator for the

facility.

As a responsible corporate citizen, we joined the

nationwide drive to ﬁght COVID 19 pandemic. We

provided large consignments of PPE kits, masks and

other urgently needed items for the medical professionals

at Sassoon Hospital Pune, Bangalore Baptist Hospital,

Government College Trivandrum, Trivandrum General

Hospital and Adyar Cancer Hospital Chennai. Through Taj

Hotels, we provided food for one month for all doctors

and support stu at Victoria Hospital, Bangalore and

migrant workers in Mumbai. We provided ration to 1000

needy students for a month.

ANNUAL REPORT 2020 - 21

48 | Business Reponsibility Report

2. Are the programmes/projects undertaken through

in-house team/own foundation/external NGO/

government structures /any other organization?

The programmes / projects chosen are a mix of in-house,

external and group level initiatives.

3. Have you done any impact assessment of your initiative?

Assessments are carried out as a part of the planning and

review process. Programs have been chosen carefully to

impact end beneﬁciaries directly. Procedure of reporting

has been laid down very clearly.

4. What is your company’s direct contribution to

community development projects- Amount in INR and

the details of the projects undertaken?

The Company has spent an amount of ` 610.55 lakhs

(Out of this ` 208.10 lakhs have been set aside for

commitments made for education and research projects.

The project timelines got extended due to the pandemic)

during this ﬁnancial year. The programmes have been

mainly directed towards education & research / skill

development, healthcare and for ﬁghting the COVID 19

pandemic.

5. Have you taken steps to ensure that this community

development initiative is successfully adopted by the

community? Please explain in 50 words, or so.

We work closely with professional institutions with

proven track record to ensure that the beneﬁts are

passed on to the target community. Examples of such

institutions are Kidwai Memorial Institute of Oncology,

Sri Jayadeva Hospital, Baptist Hospital, RASA (Ramana

Sunritya Aalaya), Indian Institute of Science, Vishranthi

Trust, Samarthanam Trust and Karunashraya in

Bangalore, Sri Chitra Tirunal Hospital in Trivandrum,

Adyar Cancer Hospital and IIT in Chennai, CMC in Vellore

and Sassoon Hospital in Pune. Our association with FAEA

(Foundation for Academic Excellence and Access) is for

a national education mission for girl students from SC/ST

communities.

Principle 9

1. What percentage of customer complaints/consumer

cases are pending as on the end of ﬁnancial year?

The Company has a process of obtaining customer

queries, complaints and satisfaction by means of periodic

interactions, emails, dedicated relationship managers,

established SLAs and escalation mechanisms. These

processes help the Company to resolve any dissonance

with our customers in a timely manner.

2. Does the company display product information on

the product label, over and above what is mandated

as per local laws? Yes/No/N.A. /Remarks (additional

information)

Not Applicable

3. Is there any case ﬁled by any stakeholder against the

company regarding unfair trade practices, irresponsible

advertising and/or anti-competitive behaviour during

the last ﬁve years and pending as on end of ﬁnancial

year? If so, provide details thereof, in about 50 words

or so.

There are no cases ﬁled by any stakeholder against the

Company regarding unfair trade practices, irresponsible

advertising, and/or anti-competitive behavior during the

last ﬁve years.

4. Did your company carry out any consumer survey/

consumer satisfaction trends?

The Company carries our periodic customer satisfaction

surveys from a delivery perspective as well as from an

engagement perspective. They provide us an index of

our customers’ satisfaction levels along with qualitative

feedback on our services.

Compliance Report on Corporate Governance | 49

Mandatory Requirements:

1. A brief statement on the Company’s philosophy on

code of governance

The corporate governance philosophy of your Company

is based on the tenets of integrity, accountability,

transparency, value and ethics. As part of Tata Group,

your Company has a strong legacy of fair, transparent and

ethical governance. The Company constantly endeavours

to create and sustain long-term value for all its

stakeholders including, but not limited to, shareholders,

employees, customers, business partners, suppliers, and

the wider communities that we serve. The corporate

governance philosophy of the Company has been further

strengthened through the Tata Code of Conduct, Tata

Business Excellence Model, Tata Code for Prevention

of Insider Trading and Code of Corporate Disclosure

practices policies. The Company is in compliance with the

requirements stipulated under Regulation 17 to 27 read

with Schedule V and clauses (b) to (i) of sub-regulation

(2) of Regulation 46 of Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI Listing Regulations”), as

applicable, with regard to corporate governance.

2. Board of Directors

The Board comprises of members having varied skills,

experience and knowledge. The Board has a mix of both

Independent and Non-independent Directors. As on March

31, 2021, the Board of Directors of the Company comprised

of six Directors, with three Independent Directors and

three Non-Independent Directors. The Chairman of the

Company is Non-Executive, Non-Independent. None of

the Directors on the Board is a Member on more than 10

Committees and Chairman of more than 5 Committees

(as speciﬁed under Regulation 26 (1) SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015, across all the companies in which they are Directors.

Necessary disclosures regarding Committee positions

have been made by the Directors. The Independent

Directors are independent of the management and

fulﬁl the requirements as stipulated in Section 149 (6)

of the Companies Act, 2013 and Regulation 16(b) of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

The composition of the Board of Directors as on March

31, 2021 is as follows:

1. Mr. N.G. Subramaniam – Chairman – Non Executive,

Non Independent

Mr. N. Ganapathy Subramaniam is the Chairman

(Non-Executive and Non-Independent) of Tata Elxsi

Limited since November, 2014. He is also the Chief

Operating Ofﬁcer (COO) and Executive Director

of Tata Consultancy Services (TCS) Limited since

February 2017. Prior to taking over as the COO of

TCS, he served as the Executive Vice President

and Head of TCS Financial Solutions, a strategic

business unit of TCS. Mr. Subramaniam brings in-

depth knowledge about technology trends, systems

and policies of leading global corporations, and

international business. He actively participates in

banking, technology and business forums in addition

to speciﬁc knowledge streams in risk management

and Six Sigma orientation.

The details of other directorship in listed companies

of Mr. Subramaniam as on March 31, 2021 is as

follows:

Sl.

No.

Name of the

Company

Category of Directorship

1. Tata Consultancy

Services Limited

Chief Operating Ofﬁcer

and Executive Director

2. Mrs. S Gopinath – Non-Executive, Independent

Director

Mrs. Shyamala Gopinath has vast experience in

guiding and inﬂuencing the national policies in

the diverse areas of ﬁnancial sector regulation

and supervision, development and regulation of

ﬁnancial markets, capital account management,

management of government borrowings, forex

reserves management, RBI accounts, and payment

and settlement systems. Mrs. Gopinath holds a

Master of Commerce degree and is a Certiﬁed

Associate of Indian Institute of Bankers and has

retired as Deputy Governor of Reserve Bank of India.

She is also on the Board of other Listed and Unlisted

companies. The details of directorship in other listed

companies of Mrs. S Gopinath as on March 31, 2021

are as follows:

Sl.

No.

Name of the

Company

Category of Directorship

1. Colgate-

Palmolive (India)

Limited

Independent Director

2. BASF India

Limited

Independent Director

3. CRISIL Limited Independent Director

4. CRISIL Ratings

Limited

Independent Director

COMPLIANCE REPORT ON CORPORATE GOVERNANCE

ANNUAL REPORT 2020 - 21

50 | Compliance Report on Corporate Governance

3. Mr. Sudhakar Rao – Non-Executive, Independent

Director

Mr. Sudhakar Rao is a retired Indian Administrative

Service (IAS) Ofﬁcer of the 1973 batch. He held

various positions including Chairman & Managing

Director of the Karnataka Urban Infrastructure

development and Finance Corporation (KUIDFC);

Principal Secretary - Finance; Principal Secretary -

Home; Principal Secretary to the Chief Minister of

Karnataka; Development Commissioner and was the

Chief Secretary of Karnataka until retirement from

government service on September 30, 2009. Mr.

Rao holds a Master’s Degree in Economics from the

Delhi School of Economics and a Master’s Degree in

Public Administration from the Kennedy School of

Government, Harvard University.

He was conferred with the Kannada Rajyotsava

Award, under the Public Service category by the

Government of Karnataka on November 01, 2010.

The details of Mr. Sudhakar Rao’s directorship in

other listed companies of as on March 31, 2021 are as

follows:

Sl.

No.

Name of the

Company

Category of

Directorship

1. Healthcare Global

Enterprises Limited

Independent Director

4. Prof. Anurag Kumar - Non-Executive, Independent

Director

Prof. Anurag Kumar, B.Tech (1977) IIT Kanpur, PhD

(1981) Cornell Univ., was a Member of Technical

Sta in AT&T Bell Laboratories (1981-1988), before

returning to India and joining the Indian Institute

of Science (IISc) as a faculty member in the ECE

Department. He became a Professor in 1996, and

was the Director of IISc during 2014-2020. He has

published 200 peer reviewed papers in journals

and conferences, in the area of communications

networking and distributed systems.

He has consulted for government and private

organisations, and has mentored a networking

start-up from its early years to a global footprint.

He has led the authorship of two major books

that have been used around the world. He was

the 1977 President’s Gold Medallist in IIT Kanpur.

He has been elected Fellow of the IEEE, the Indian

National Science Academy (INSA), the Indian

National Academy of Engineering (INAE), the

Indian Academy of Science (IASc), and The World

Academy of Sciences (TWAS). He received the 2015

Vasvik Award for Information Technology, and the

2017 IEI-IEEE Award for Engineering Excellence. He

is a recipient of the J.C. Bose National Fellowship,

awarded by the Department of Science Technology,

for the period 2011-2021.

As on March 31, 2021 Prof. Anurag Kumar does not

hold any directorship in any other listed company.

5. Mr. Ankur Verma - Non-Executive, Non-

Independent Director

Mr. Ankur Verma, a B.E. in Mechanical Engineering

and PGDM from IIM, Calcutta, has around 15 years of

experience in Investment Banking, Capital Markets

and Corporate Strategy. Mr. Verma currently serves

as Senior Vice President, Chairman’s Ofﬁce at Tata

Sons Private Limited. Previously, Mr. Verma was

Managing Director (Investment Banking Division) in

Bank of America Merrill Lynch and prior to that he

was Group Manager & Head, Business Planning in

Infosys Technologies Limited - Corporate Planning

Group.

The details of Mr. Ankur Verma’s directorship in

other listed companies of as on March 31, 2021 are as

follows:

Sl.

No.

Name of the

Company

Category of

Directorship

1. Tata Teleservices

(Maharashtra)

Limited

Non-Executive,

Non-Independent

Director

6. Mr. Manoj Raghavan – Managing Director

Manoj Raghavan is the CEO & Managing Director

of Tata Elxsi and has over 22 years of industry

experience. Prior to taking over the role of CEO

& MD, he served as the Executive Vice President

and Head of the Embedded Product Design (EPD)

division, spearheading the sales, overall delivery and

P&L for this division.

He joined Tata Elxsi Limited in 1997 as Regional

Manager to set up and grow Japan operations.

Subsequently, he was also responsible for developing

the business in South Korea, Taiwan, Singapore and

China. More recently, Manoj was responsible for the

North American business and helped grow the region

to become a top revenue earner for the company.

Manoj Raghavan holds a B.Tech in Metallurgical

Engineering from IIT Madras, an MBA from The

Indian Institute of Foreign Trade, New Delhi and has

completed the Advanced Management Program

from Harvard Business School. As on March 31, 2021,

Mr. Raghavan does not hold directorship in any other

listed company.

Compliance Report on Corporate Governance | 51

Core Competencies

Tata Elxsi provides design and technology services for product engineering and solutions to select industries namely

Automotive, Broadcast, Communications and Medical Electronics. The Board has, taking into consideration the

Company’s nature of business, core competencies, key characteristics, identiﬁed the following core skills/ expertise/

competencies as required in the context of its business(es) & sector(s) for it to function eectively and which are

available with the Board.

The mapping of the same with each of the Directors are as below.

Competencies N. G.

Subramaniam

Gopinath

Sudhakar

Rao

Prof. Anurag

Kumar

Ankur

Verma

Manoj

Raghavan

Understanding of IT services business

     

Knowledge on key industry and technology trends

     

International business management and

familiarity with global policies and regulations

    

Corporate Strategy

     

Risk management

     

Financial management

     

Governance and Compliance

     

Stakeholders management

     

Performance management and evaluation

     

Performance evaluation of Board and Directors:

The Company has laid down a process for

evaluation of the Board and Committees of Board

as also evaluation of the performance of each of the

Directors. The evaluation criteria include inter-alia,

structure of the Board, qualiﬁcations, experience

and competency of Directors, diversity in Board,

eectiveness of the Board process, information and

functioning, Board culture and dynamics, quality of

relationship between the Board and management,

meetings of the Board, including regularity and

frequency, discussion and dissent, corporate culture

and values, governance and compliance, evaluation

of risk amongst others. The criteria is based on the

Guidance Note on Board Evaluation issued by the

Securities and Exchange Board of India on January

5, 2017. The evaluation process is conducted and

monitored by the Chairperson, Nomination &

Remuneration Committee (NRC) in consultation with

the members of the committee. The Chairperson,

NRC on the basis of the feedback received from

each of the Directors has one to one meeting with

them. Thereafter, briefs the Chairman of the Board

on the outcome, which in turn discussed in the Board

meeting. The performance of the Independent

Directors was also reviewed at the Board meeting.

For the year 2020-21 the Board evaluation has been

conducted as per the process mentioned above.

Meeting of Independent Directors: A separate

meeting of Independent Directors for the Financial

Year 2020-21 as per Clause VII (1) of Schedule IV

under Section 149 (8) of the Companies Act, 2013

and Regulation 25 (3) of the Listing Regulations was

held on April 20, 2020 wherein the Independent

Directors reviewed the performance of the Managing

Director, Non-Independent Directors and other

matters. The Independent Directors have conﬁrmed

that they satisfy the criteria of Independence as

stipulated under Section 149 (6) of the Companies

Act, 2013 and Regulation 16 (b) of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015.

Familiarisation: The Independent Directors

immediately on appointment are issued a formal

letter of appointment and a welcome docket

outlining their rights, roles and responsibilities, and

the Business overview of the Company, policies

etc. The Chairman as well as Managing Director

of the Company, brief the Director individually on

the industry and businesses of the Company, prior

to their appointment. At each of the Business plan

meeting, normally held in the third/fourth quarter

each year, the Directors are briefed on the dierent

business units of the company, the industry as a

whole and other details like customers, market etc.

During the year, the Annual Business Plan meeting

was held on December 18, 2020, which included

a session with the management team, wherein,

the Directors were walked through the market of

dierent Business units, the customers, the future

ANNUAL REPORT 2020 - 21

52 | Compliance Report on Corporate Governance

prospects, emerging technologies etc. The future

strategy of the Company was also discussed.

The Board has adopted a Governance guideline,

enumerating the rights and roles of the Directors.

A copy of the same has been circulated to all the

Directors. The in-house magazine of the Company

is also sent to the Directors periodically keeping

them abreast with the recent happenings and

developments. The familiarization program for the

Independent Directors is available at www.tataelxsi.

com/FamiliarisationProgram

Six Board Meetings were held during the year 2020-21 and the gap between two meetings did not exceed four

months. The dates on which the Board Meetings held were April 20, 2020; July 21, 2020; August 28, 2020; October

14, 2020; December 18, 2020 and January 12, 2021. The necessary quorum was present at all the Board meetings. The

names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the

last Annual General Meeting, as also the number of Directorships held by them in other companies are given below:

Name Category No. of

Board

Meetings

attended

during

2020-21

Whether

attended

AGM

held on

July 21,

2020

No. of Chairmanships/Directorships in other

Boards/ Committees* of public companies**

Chairman/

Chairperson

of the

Board

Chairman/

Chairperson

of the

Committee

Member

of the

Board

Member

of the

Committee

Mr. N.G. Subramaniam

[DIN 07006215]

Non Independent/

Non-Executive

6 Yes - - 1 -

Mrs. Shyamala Gopinath

[DIN 02362921]

Independent /

Non-Executive

6 Yes - 4 5 1

Mr. Sudhakar Rao

[DIN 00267211]

Independent/

Non-Executive

6 Yes - 3 3 -

Prof. Anurag Kumar

[DIN: 03403112]

Independent/

Non-Executive

2 NA - - - -

Mr.Ankur Verma

[DIN: 7972892]

Non Independent/

Non-Executive

6 Yes - - 5 5

Mr. Manoj Raghavan

[DIN 8458315]

Non Independent/

Managing Director

6 Yes - - - -

Prof. M.S. Ananth^

[DIN 00482391]

Independent /

Non-Executive

4 Yes - - - -

* Only Audit and Stakeholders’ Relationship Committees are considered.

** Excludes private/foreign/non-proﬁt companies with charitable objects.

^ Prof M.S. Ananth retired as an Independent Director from the Board of the Company upon completion of his tenure,

w.e.f November 15, 2020.

Prof. Anurag Kumar was appointed as an Additional Independent Director of the Company w.e.f November 15, 2020.

None of the Non-Executive Directors hold any shares and/or convertible instruments in the company as at March 31,

2021.

None of the Directors are related to each other within the meaning of the term “relative”as per Section 2(77) of the

Companies Act, 2013.

3. Audit Committee

The terms of reference of the Audit Committee mandated by the statutory and regulatory requirements, which are also in

line with the mandate given by your Board of Directors, are:

1. Oversight of the company’s ﬁnancial reporting process and the disclosure of its ﬁnancial information to ensure that

the ﬁnancial statement is correct, sufﬁcient and credible;

Compliance Report on Corporate Governance | 53

2. Recommendation for appointment, remuneration

and terms of appointment of auditors of the

Company;

3. Approval of payment to statutory auditors for any

other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual

ﬁnancial statements and auditor’s report thereon

before submission to the Board for approval, with

particular reference to:

a. Matters required to be included in the Director’s

Responsibility Statement to be included in the

Board’s report in terms of clause (c) of sub-

section 3 of section 134 of the Companies Act,

2013.

b. Changes, if any, in accounting policies and

practices and reasons for the same.

c. Major accounting entries involving estimates

based on the exercise of judgment by

management.

d. Signiﬁcant adjustments made in the ﬁnancial

statements arising out of audit ﬁndings.

e. Compliance with listing and other legal

requirements relating to ﬁnancial statements.

f. Disclosure of any related party transactions.

g. Qualiﬁcations in the draft audit report, if any.

5. Reviewing, with the management, the quarterly

ﬁnancial statements before submission to the Board

for approval;

6. Reviewing, with the management, the statement of

uses / application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the

statement of funds utilized for purposes other than

those stated in the oer document / prospectus /

notice and the report submitted by the monitoring

agency monitoring the utilisation of proceeds of

a public or rights issue, and making appropriate

recommendations to the Board to take up steps in

this matter;

7. Review and monitor the auditor’s independence and

performance, and eectiveness of audit process;

8. Approval or any subsequent modiﬁcation of

transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company,

wherever it is necessary;

11. Evaluation of internal ﬁnancial controls and risk

management systems;

12. Reviewing, with the management, performance of

statutory and internal auditors, adequacy of the

internal control systems;

13. Reviewing the adequacy of internal audit function,

if any, including the structure of the internal audit

department, stafﬁng and seniority of the ofﬁcial

heading the department, reporting structure

coverage and frequency of internal audit;

14. Discussion with internal auditors of any signiﬁcant

ﬁndings and follow up there on;

15. Reviewing the ﬁndings of any internal investigations

by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal

control systems of a material nature and reporting

the matter to the board;

16. Discussion with statutory auditors before the audit

commences, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of

concern;

17. To look into the reasons for substantial defaults in

the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared

dividends) and creditors;

18. To review the functioning of the Whistle Blower

mechanism;

19. Approval of appointment of CFO (i.e., the whole-

time Finance Director or any other person heading

the ﬁnance function or discharging that function)

after assessing the qualiﬁcations, experience and

background, etc. of the candidate;

20. Reviewing the utilization of loans and/ or advances

from/investment by the holding company in the

subsidiary exceeding rupees 100 crore or 10% of

the asset size of the subsidiary, whichever is lower

including existing loans / advances / investments

existing;

21. Carrying out any other function as is mentioned in

the terms of reference of the Audit Committee.

Review of information by Audit Committee

The Audit Committee reviews the following information:

1. Management discussion and analysis of ﬁnancial

condition and results of operations;

2. Statement of signiﬁcant related party transactions

(as deﬁned by the Audit Committee) submitted by

management;

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54 | Compliance Report on Corporate Governance

3. Management letters / letters of internal control

weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control

weaknesses; and

5. The appointment, removal and terms of remuneration

of the Chief Internal Auditor shall be subject to

review by the Audit Committee.

6. Statement of deviations:

(a) quarterly statement of deviation(s) including

report of monitoring agency, if applicable,

submitted to stock exchange(s) in terms of

Regulation 32(1) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations,

2015.

(b) annual statement of funds utilized for purposes

other than those stated in the oer document/

prospectus/ notice in terms of Regulation 32(7)

of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

The Audit Committee is also responsible for giving

guidance and directions under the SEBI (Prohibition

of Insider Trading) Regulations, 2015 and to review the

report of the Compliance Ofﬁcer with the provisions of

these regulations at least once in a ﬁnancial year and

verify that the systems for internal control are adequate

and are operating eectively.

The Audit Committee reviewed the reports of the

internal auditors including the external internal Auditors,

the reports of the statutory auditors arising out of the

quarterly, half-yearly, and annual audit of the accounts;

considered signiﬁcant ﬁnancial issues aecting the

Company and held discussions with the internal and

statutory auditors and the Company Management during

the year.

Five Audit Committee Meetings were held during the

year 2020-21. The dates on which the Audit Committee

Meetings held were April 20, 2020; July 21, 2020; October

14, 2020; January 11, 2021 and January 12, 2021.

The constitution of Audit Committee is in conformation

with the requirements of Section 177 of the Companies

Act, 2013 and also as per the requirements of Regulation

18 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during

the year are as follows:

Sl. No. Name of Members Category No. of Meetings attended

during the year 2020-21

1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 5

2 Mr. Ankur Verma Non-Independent / Non-Executive 4

3 Mr. Sudhakar Rao

Independent / Non-Executive 2

4 Prof. M.S. Ananth* Independent / Non-Executive 3

* Prof M.S Ananth ceased to be a Director of the Company w.e.f November 15, 2020 and consequently ceased to be a

member of the Committee.

Mr. Sudhakar Rao was appointed as a Member of the Committee w.e.f December 18, 2020.

The quorum as required under Regulation 18(2) of the Listing Regulations was maintained at all the meetings.

4. Nomination and Remuneration Committee

The terms of reference of the Nomination and

Remuneration Committee are:

1. Formulation of the criteria for determining

qualiﬁcations, positive attributes and independence

of a director and recommend to the Board a policy,

relating to the remuneration of the directors, key

managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent

Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualiﬁed to become

directors and who may be appointed in senior

management in accordance with the criteria

laid down, and recommend to the Board their

appointment and removal.

5. Board composition and succession planning,

evaluation of every Director.

6. To recommend remuneration policy for the

directors, KMP, executives and other employees of

the Company.

7. To oversee familiarization programme for Directors,

review of HR strategy, philosophy and practices and

Compliance Report on Corporate Governance | 55

any other activities related to change as requested

by the Board from time to time.

The Board has also adopted a charter for the

Nomination and Remuneration Committee covering

its rights, roles and responsibilities.

All Non-Executive Directors of your Company

receive sitting fees for each meeting of the Board or

Committee thereof attended by them. The net proﬁts

of the Company, not exceeding 1%, are distributable,

as commission, amongst the Independent Directors

considering the special services and eorts rendered,

including their attendance at the meetings and their

Chairmanship of each of the meetings.

Other than sitting fees and commission paid only to

the Independent Directors on the net proﬁts of the

Company, no other remuneration is paid/payable to

the Non- Executive Directors for 2020-21.

During the year, the Non-Executive directors of

the Company had no pecuniary relationship or

transactions with the Company, other than sitting

fees, commission, and reimbursement of expenses

incurred by them for the purpose of attending

meetings of the Company.

Two Nomination and Remuneration Committee

Meetings were held on April 20, 2020 and October

14, 2020 during the year 2020-21.

The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during

the year are as follows:

Sl. No. Name of Members Category No. of Meetings attended

during the year 2020-21

1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 2

2 Mr. N.G. Subramaniam Non Independent / Non-Executive 2

3 Mr. Sudhakar Rao Independent / Non-Executive 2

Details of remuneration paid/payable for the year ended March 31, 2021

Non-executive Directors (NEDs):

Sl. No. Name of the Non-Executive Director Sitting Fees (`) Commission (`)

1 Mr. N.G. Subramaniam 1,50,000 -

2 Mrs. Shyamala Gopinath 2,25,000 1,60,00,000

3 Prof. M.S. Ananth 1,35,000 88,00,000

4 Mr. Sudhakar Rao 2,25,000 1,34,00,000

5 Prof. Anurag Kumar 30,000 18,00,000

6 Mr. Ankur Verma 1,50,000 -

Managing Director:

Name Salary (`) Commission

(`)

Contribution

to Provident &

other Funds (`)

Other

Allowances &

Perquisites (`)

Total (`)

Mr. Manoj Raghavan 1,38,60,276 2,50,00,000 18,10,836 34,58,724 4,41,29,836

The Board on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration policy for

Directors, Key Managerial Personnel (KMP) and other employees of the company. The Board has also adopted a policy on

Board diversity. The said Policies are available at www.tataelxsi.com/Board-Diversity.

5. Stakeholders’ Relationship Committee

The terms of reference mandated by your Board, which is also in line with the statutory and regulatory requirements are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/

transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate

certiﬁcates, general meetings etc.

2. Review of measures taken for eective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered

by the Registrar & Share Transfer Agent.

ANNUAL REPORT 2020 - 21

56 | Compliance Report on Corporate Governance

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed

dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of

the Company.

One Stakeholders’ Relationship Committee (SRC) Meeting was held during the year 2020-21 on October 14, 2020. The

composition, name of the members, chairman, particulars of the Meetings and attendance of the members during the year

are as follows:

Sl. No. Name of Members Category No. of Meetings attended

during the year 2020-21

1 Mr. Sudhakar Rao, Chairman Independent/ Non-Executive 1

2 Prof. Anurag Kumar* Independent/ Non-Executive -

3 Mr. Manoj Raghavan Non-Independent / Executive 1

4 Prof. M.S. Ananth

Independent/ Non-Executive 1

* Prof. Anurag Kumar was appointed as a member of the Committee with eect from December 18, 2020.

Prof. M.S. Ananth retired as an Independent Director w.e.f. November 15, 2020 and consequently ceased to be a member

of the Committee.

Name, designation & address of the Compliance Ofﬁcer:

Mr. G. Vaidyanathan, Company Secretary

Tata Elxsi Limited

ITPB Road, Whiteﬁeld, Bengaluru – 560048.

Phone : +91-80-22979316

Fax : +91-80-28411474

E-mail : gvnathan@tataelxsi.co.in

Details of complaints received and redressed during 2020-21:

Opening Balance Received during the year Resolved during the year Closing Balance

0 11 8 3

Complaints/correspondences are usually dealt with within 15 days of receipt and are completely resolved, except in cases

where litigation is involved.

Share transfer lodgements are processed within 15 days and returned, except in cases where litigations are involved. The

contact details for investor grievances are as below:

a. Ms. Cauveri Sriram b. TSR Darashaw Consultants Private Ltd.

e-mail: investors@tataelxsi.com e-mail: csg-unit@tcplindia.co.in

Phone: +91-080-2297 9166 Phone: +91-022-6656 8484

Fax: +91-080-2841 1474 Fax: +91-022-6656 8494

6. Risk Management Committee

The Board has constituted a Risk Management Committee (RMC) in line with the provisions of Regulation 21 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, which is responsible to provide oversight in achieving the

Company’s Enterprise Risk Management (ERM) objectives. The ERM helps these objectives by creating a comprehensive

approach to anticipate, identify, prioritize and manage material risks attached to the Company’s operations. The primary

responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the enterprise-

wide management of the Company’s material risks and to report the results of the Committee’s activities to the Company’s

Audit Committee. The terms of reference of the Committee are:

1. Provide ongoing guidance and support for the reﬁnement of the overall risk management.

2. Ensure that management understands and accepts its responsibility for identifying, assessing and managing risk.

3. Determine which enterprise risks are most signiﬁcant.

4. Assign risk owners and approve action plans.

Compliance Report on Corporate Governance | 57

5. Approve company-wide Risk Assessment & Risk Proﬁle.

6. Update the leadership team from time to time on the on-going ERM progress/changes.

7. Review & report to the Company’s Audit Committee/Board.

8. Review and monitor Cyber security measures.

Two Risk Management Committee (RMC) meetings were held on April 03, 2020 and October 14, 2020 during the year

2020-21.

The composition, name of the members, chairperson, particulars of the Meeting and attendance of the members during

the year are as follows:

Sl. No. Name of Members Category No. of Meetings attended

during the year 2020-21

1 Prof. Anurag Kumar, Chairman

Independent / Non-Executive -

2 Mr. N.G. Subramaniam Non-Independent, Non-Executive 2

3 Mr. Muralidharan H.V Company Executive (CFO) 2

4 Mr.Sudhakar Rao* Independent / Non-Executive 2

$ Prof. Anurag Kumar was appointed as the Chairman of the Committee w.e.f December 18, 2020

* Mr. Rao ceased to be the Chairman of the Committee wef December 18, 2020.

The Company has set up an internal compliance management tool to periodically review compliance requirements under

dierent statutes as applicable to the company.

7. Corporate Social Responsibility (CSR) Committee

The Board has constituted a Corporate Social Responsibility (CSR) Committee in line with the provisions of Section 135

of the Companies Act, 2013 with maximum members being Independent Directors to recommend to the Board the CSR

initiatives of the Company and also to monitor the implementation of the CSR initiatives.

Two Corporate Social Responsibility (CSR) Committee Meetings were held during the year 2020-21. The dates on which

the Corporate Social Responsibility (CSR) Meetings held were April 20, 2020 and January 11, 2021.

The composition, name of the members, chairperson, particulars of the meeting and attendance of the members during

the year are as follows:

Sl. No. Name of Members Category No. of Meetings attended

during the year 2020-21

1 Mr. Sudhakar Rao, Chairman Independent / Non-Executive 2

2 Mrs. S. Gopinath Independent / Non-Executive 2

3 Mr.Manoj Raghavan Managing Director 2

The Board has also constituted an Executive Committee. The terms of reference of Executive committee are to review the

capital expenditure, long term strategy, long term ﬁnancial projections and cash ﬂow.

8. General Body Meetings

Particulars about the last three Annual General Meetings (AGMs) of the Company are:

a) Location, date and time of Annual General Meetings held during the last 3 years:

Sl. No. Year Date Venue Time

1. 2019-20 July 21, 2020 Video Conference / Other Audio Visual means 12.30 p.m

2. 2018-19 July 17, 2019 St.John’s Auditorium, John Nagar, Koramangala,

Bengaluru- 560 034

12.30 p.m.

3. 2017-18 July 25, 2018 St.John’s Auditorium, John Nagar, Koramangala,

Bengaluru- 560 034

12.30 p.m.

ANNUAL REPORT 2020 - 21

58 | Compliance Report on Corporate Governance

b) No Extra-Ordinary General Meeting of the

shareholders was held during the ﬁnancial year

2020- 21.

c) Special Resolutions passed in previous three Annual

General Meetings:

(i) At the Annual General Meeting held on July 21,

2020, no special resolution was passed

(ii) At the Annual General Meeting held on July 17,

2019 a special resolution for re-appointment

of Mrs. Shyamala Gopinath as an Independent

Director was passed.

(iii) At the Annual General Meeting held on July 25,

2018, no special resolution was passed.

d) Details of Postal Ballot was conducted during the

ﬁnancial year 2020-21:

During the year, the Company sought the approval

of the shareholders by way of a Special Resolution

through notice of postal ballot dated October

14, 2020 for alteration of Articles of Association,

inserting Article 137A and altering Article 167,

with respect to Nomination of Directors and

Chairman respectively. The results of the Postal

Ballot were announced on December 01, 2020.

Mr. Madan V, Practicing Company was appointed

as the Scrutinizer to scrutinize the postal ballot and

remote e-voting process in a fair and transparent

manner.

The details of the voting pattern was as under:

Number of members voted /Total

number of votes(shares) cast

No. of votes in favour No. of votes against No. of invalid votes

715/3,64,54,590

3,57,81,974 6,72,616 0

98.15% 1.85% 0.00%

e) Procedure for Postal Ballot

The Company conducted the postal ballot in

accordance with the provisions of Section 108, 110

of the Companies Act, 2013 read with Rule 22 of the

Companies (Management & Administration) Rules,

2014 (“Rules”).

In compliance with Circular No. 14/2020 dated April

8, 2020, Circular No. 17/2020 dated April 13, 2020

and Circular No. 33/2020 dated September 28,

2020, issued by the Ministry of Corporate Aairs

(“MCA”), Company sent the Postal Ballot Notice

along with the explanatory statement in electronic

form on October 29, 2020 only to those Members

whose e-mail addresses were registered with the

Company/ Depositories, to enable them to cast their

votes electronically. The Company also published a

Notice in the newspaper and other requirements as

mandated under the provisions of the Act and Rules

framed thereunder. The voting rights were reckoned

on the paid-up value of the shares registered in the

names of the members as on the cut-o date.

In compliance with the provisions of Sections

108 and 110 of the Act and Rule 20 and 22 of the

Rules read with Regulation 44 of the SEBI Listing

Regulations, the Company had oered the facility

of e-voting to its members to enable them to cast

their vote electronically. The voting under the postal

ballot was kept open from Sunday, November 01,

2020 at 9.00 a.m. (IST) until November 30, 2020 at

5:00 p.m. (IST).

Upon completion of scrutiny of the votes cast

through e-voting in a fair and transparent manner,

the scrutinizer i.e. Mr. Madan V, submitted his

report to the Company and the results of the

postal ballot were announced by the Company on

December 01, 2020. The voting results were sent

to the Stock Exchanges and also displayed on the

Company’s website www.tataelxsi.com and on the

website of National Securities Depository Limited

www.evoting.nsdl.com

(f) Details of special resolution proposed to be

conducted through postal ballot: None

9. Disclosures

 There are no materially signiﬁcant Related Party

Transactions during the year that have potential

conﬂict with the interests of the Company at large.

Transactions entered into with related parties

during the ﬁnancial year were in the ordinary course

of business and at arm’s length basis and were

approved by the Audit Committee.

 The Company has formulated a policy on Related

Party Transactions and the same is available on the

Company’s website www.tataelxsi.com/policy-on-

related-partytransactions.